Puella Magi Twilight Magica
by darkponyD
Summary: Meet Twilight Sparkle, an eighth grade earth pony student at Ponyville Middle School, living a normal, uneventful life with her two best friends Rarity and Rainbow Dash. Her world is flipped upside down, however, when she stumbles upon a world far bigger than herself. Follow her as she learns the secret of the Magical Fillies. Story is set in an A/U where there are no unicorns.
1. 000 - Dreaming of Destruction

**Puella Magi Twilight Magica**

By _darkponyD_

000 – Dreaming of Destruction

She was running. Running faster than she ever had before, the corridor twisting and turning into inconceivable shapes as if it were actively resisting her efforts. The purple filly kept running, knowing her destination was within reach. Finally, she made it to a large, high vaulted room with stairs leading up to a door. She stopped at the foot of the stairs, looking up to the green exit sign hanging over the door. Hesitantly, she started climbing the stairs, slowly making her way to the door, her hoofsteps echoing throughout the room. She hesitated before the door. _'This is it. No going back now…'_ she thought as she pushed the door mechanism with her hooves. The door slowly opened to reveal what remained of Ponyville.

Ponyville had been reduced to a wasteland, building debris floating around an enormous shadowy object hovering right over the town hall. She quickly realized that she was standing on the top floor of the library, observing the events taking place around her. She walked to the balcony in a daze, looking out over the ruins of her once proud home. Not far away, a yellow pegasus filly with a pink mane launched herself towards the shadowy object. Almost immediately, one of the buildings floating in the air was directed towards her, appearing to crush her, only for her to reappear in a burst of pink energy.  
As soon as she reappeared, the shadowy object threw beams of red energy towards the pegasus, which she easily dodged, even blocking one of them with the shield on her left hoof.

"That's horrible…!" the purple filly gasped.

"There's no helping it," the filly turned her head at the words, taking in the white and red, cat-like creature that had spoken. "This was too much for her to handle alone. But she came here knowing that."

The shadowy object was still throwing energy beams at the pegasus filly. She skillfully avoided every burst, those she failed to dodge being absorbed by her shield. That's when the object got clever, and focused four beams at the same time, throwing the filly into another building.

The purple filly turned to the cat-like creature. "But… That's too much! This can't be right!" The pegasus filly turned her head towards the library, ice blue eyes locking with the violet eyes of the purple filly. As she got back up, she seemed to be screaming something, but the filly on the balcony couldn't make out what she was saying  
"If she gives up, it's over," the cat-like creature stated, its piercing red eyes observing the battle without caring in the slightest about the outcome, only the purple filly's choice in the future. "But you have the power to change fate itself…" the creature continued. The purple filly suddenly grabbed her head in pain, falling to the floor. "All this inevitable destruction and tragedy, you can change it, if you want. The power to do so lies within you."

The purple filly slowly got to her hooves. "Can I really?" she asked, as she watched the pegasus filly fall out of the sky, again trying to shout something to her, the words being lost to the wind. "Can I really do something to help? Could I really change this ending?"

"Of course you could," the creature replied. "So make a contract with me and become a Magical Filly!"

The purple filly looked at the ground for a moment before steeling her nerves and looking back up with a determined expression. That's when she was awoken by the light of the sun streaming in through her window. She blinked in confusion before sitting up in bed.

"What? It was all just a dream?"


	2. 001-I First Met Her in a Dream Part 1

**Puella Magi Twilight Magica**

By _darkponyD_

001 – I First Met Her in a dream…or Something Part 1

_Location: Home of the Sparkle family, East Ponyville_

Twilight Sparkle awoke to the bright sunlight streaming in through the windows, memories of the strange dream running through her head. She sits up, looking around the room at the many stuffed animals littering her shelves and floor. '_What a strange dream,_' she thought as she got out of bed, making her way downstairs.

The cheerful sound of humming alerted Twilight to her father's location. She moved quickly to the back door. "Good morning, dad!" she shouted to her father.

"Good morning, Twilight," he replied, smiling at his daughter as he picked tomatoes.

"Is mom up?"

"Shining's waking her up right now. Go help him will you?"

"OK!" Twilight turns and runs down the hall to her mother's room. She could hear her brother beating his tiny hooves against his mother's quilt covered body.

"Mommy! Mommy!" she could hear his shout. "Morning! Morning!" Twilight took this as her cue to enter, slamming the door open in the dark room. She quickly and quietly walked to the covered windows and threw the curtains open. Then she walked right up to her mother's bed and tugged the quilt off. "RISE AND SHINE!"

Her mother immediately started screaming, as if she were having a nightmare, thrashing in the bed until she ends up in an upright position. Velvet Sparkle calms down and looks around the room. "Huh?"

"Mommy woke up!" Shining piped up from beside the bed.

The sound of running water could be heard in the bathroom as the mare and filly of the house prepared for the day ahead. "So what's been going on lately?" asked Velvet, as the pair stood side by side brushing their teeth.

"Rarity got another love letter. That's the second one this month," Twilight replied through a mouthful of toothpaste.

"Colts who don't even have the guts to confess their love in pony are no good."

The pair took a swig of water, gargled it too rinse the toothpaste out of their mouths and spat out was left. "And how's Cheerilee?" Velvet asked as she replaced her toothbrush and retrieved her mane dryer and brush.

"It seems like Ms. Cheerilee's new relationship is going well," Twilight answers. "She gushes about him all during homeroom. It'll be their three month anniversary this week, so I guess that's a new record."

Velvet smiles and simply continues to fix her mane. "Hmm, I guess we'll see. They're reaching a crucial juncture right now."

Twilight pushes her face into a bowl of water. "They are?" she asks as she feels around for a towel. Velvet reaches over and pushes a towel into Twilight's grasp.

"If it's not the real thing," Velvet explains as she starts applying makeup. "It's around this point in the relationship that things start falling apart. If they make it past three months, they'll probably be fine for a year at least." Velvet finishes her makeup session and closes her makeup case. She then checks herself in the mirror. "Perfect!"

Twilight admires her mother for a few moments before turning her attention back to her own little conundrum. "Which ribbon should I wear?" Her mother points her hoof at the red ribbon on the counter. "Huh? But isn't this too flashy?"

"That's at LEAST as flashy as you should be! A mare's appearance is the one thing she can't afford to get looked down at."

It takes a few minutes, but Twilight is all ready for her day, dressed in her school uniform, and with the red ribbon her mother had picked out in her purple mane. Velvet smiles as she takes in her daughter's appearance. "Excellent! That should make all your secret admirers melt in adoration."

Twilight blushes at this statement. "I don't have any secret admirers!"

"But you should go about as though you do," Velvet says playfully, earning a look of confusion from Twilight. "That's the secret to every pretty filly's success!"

Shining sat in his seat at the table, a blunt plastic fork in his hooves. He slowly moved down to spear… nothing at all. Instead of spearing the tiny tomato on his fork, he managed to knock it clean off the table. "Uh-oh!" Velvet shouted as she caught the tomato on a piece of bread, and put it back on the toddler's plate. "There, eat it all up now, OK?"

Shining grinned as he replied in the affirmative. The family went back to eating their respective meals, Velvet reading the newspaper, and Night, making a cup of coffee. "More coffee, honey?"

Velvet glanced at the clock. Quarter to eight. "Hmm, better not," she said, standing up and draining what was left in her cup. She gave her son and husband a kiss and a hoof bump to her daughter before heading to the door. "All right! I'm off then." Velvet smiled as she walked out the door.

"Have a nice day!" the rest of the family chorused. Night then turned to his daughter, "Now then, you'd better hurry too, Twilight."

Twilight looked at her father in confusion, then realization dawned on her face. "Oh, right!" quickly grabbed her bag and took off out of the house, but not before snagging one more piece of toast on her way out the door. "I'm heading out!"

"Have a nice day!"

Twilight ran down the street, reviewing her schedule for the day. _'First, I meet my Rarity and Rainbow Dash at the park and hang out with them on the way to school. Next comes school, and finally, lunch with them at the shopping center._' Twilight kept a brisk pace, not wanting to fall behind in her schedule, eating her toast as she ran. The city of Ponyville was truly beautiful in the morning, the tall skyscrapers gleaming in the sunlight, the stream gurgling along the path, and the trees gently waving in the breeze. In no time at all she had made it to her destination, and spotted both Rarity and Rainbow Dash waiting for her. "Good morning!" she called.

Rarity smiled as she ran up to them. "Good morning, Twilight."

Rainbow Dash glared at her, "Twilight, you're late!" She paused, and took a closer look at Twilight's mane. "Oh! Cute ribbons!"

Twilight blushed "You think so? They're not too flashy?"

"I think they look lovely," Rarity said as she started walking to the school. The journey to school, as always, passed rather quickly. In no time at all, they were within sight of the school.

"So my mom said," Twilight was relaying what her mother had told her that morning. "A colt who confesses his love with a letter instead of in pony is no good."

"Your mom is so cool, Twilight!" exclaimed Rainbow Dash, bearing the same expression she usually reserved for her idols. "I mean, she's gorgeous and a successful businessmare besides!"

Rarity suddenly stopped and turned to face the two walking behind her, a troubled expression on her face. "I wish I could make up my mind to reject a boy so easily."  
"What an enviable problem to have!" said Rainbow, smirking.

"It really is!" Twilight agreed, adopting a dreamy expression. "I wish I could get a love letter too. Just once!"

Rainbow, not one to miss an opportunity for a prank, grinned. "Oh-ho! So you want to become a beautiful popular girl like Rarity, Twilight? And you've decided to start changing your image with these hair ribbons, huh?"

"You've got it wrong!" Twilight's face burned as she glared at Rainbow. "My mom made me-"

"I see!" Rainbow's grin grew wider and far more evil. "You even got your mom to tell you the secret to becoming popular! How shameless! Let me show you what happens to bad fillies like you!" The blue pegasus lunged at Twilight, wings reaching to tickle her.

Twilight dodged, but wasn't quick enough to escape Rainbow's second lunge. Almost immediately, she was laughing profusely while Rainbow used her feathers to tickle her. "No! Hey! Stop it! Stop!"

"My, such a cute filly!" said Rainbow, deciding to take the prank even further. "But I won't allow you to go off and become popular with the boys. You must be my bride, Twilight!"

"Nooo!"

_*Ahem*_

The two fillies looked over at Rarity, noticing the frown on her face, and the school directly behind her.

_Location: Ponyville Middle School, Ponyville Central_

"Ahem!" Class had just begun at Ponyville Middle School, the trio sitting in their assigned seats around the classroom. Cheerilee stood at the front of the class, a rather angry expression on her face. "Now, I have something very important to discuss with you today, class. I want you all to listen very closely!" She paused, stamping her hoof to ensure the entire class was paying attention. "When frying an egg, should it be fried sunny side up, or over hard?! Mr. Mash—what do you think?!"

The aforementioned colt started stammering, fear in his voice at what would happen if he got the question wrong. "Um, w-well, th-they can be fried either way, can't they?"

"Precisely! They can be fried either way!" Cheerilee said, anger practically dripping off her words, though, not directed at any of the students in her room. "And it should go without saying, that judging a mare's attractiveness by the way she fries her eggs is the gravest of mistakes!"

A sharp crack indicated another hoof stomp, this time going straight through the floor. "Now girls – I want you to remember," she continued. "That you must never date a stallion who insists they can't eat fried eggs done over hard."

"Guess it didn't work out," said Rainbow, turning around to face Twilight.

"Yeah, guess it didn't." Twilight replied.

"And boys – you'd better not grow up so petty as to fuss over how your eggs are done, OK?" Cheerilee, finished with a calming breath to calm herself. Almost immediately, her usual cheerful personality came back. "Well, then! Now that that's out of the way, let's welcome our new transfer student!"

Murmurs filled the room, excitedly wondering who it was going to be, and why Cheerilee didn't start the lesson with that.

"Come on in, Miss Shy!"

The door opened, revealing the transfer student. She was a tall pegasus filly, with a yellow coat, and long pink mane. Her ice blue eyes were cold and uncaring, as if she had stared Death in the face, and found him boring.

"Wow, she's gorgeous!" Rainbow whispered, but Twilight wasn't listening. She was staring, dumbfounded, at the filly that just walked in, a memory stirring in her mind of the dream from last night. "No way… It couldn't be…"

"Now then!" Cheerilee said with a smile. "Why don't you tell your classmates about yourself?"

The filly stared blankly at the students. "My name is Fluttershy. Pleased to meet you," she said, her tone of voice indicating otherwise. She also seemed to be scanning the room, trying to find one particular face. Her eyes finally settled on Twilight, something flashing in her eyes. Twilight flinched, noticing the recognition in Fluttershy's eyes, though her face kept its neutral expression.

The morning break between lessons found a crowd gathered around Fluttershy's desk, bombarding her with questions about her past school, and life in general. Twilight, Rarity and Rainbow Dash watched this, as they discussed their own observations. "She has a mysterious air to her, doesn't she?" Rarity mused, eying her.

"Hey, Twilight, do you know that filly?" Rainbow asked, concerned for her friend. "Maybe it was just me, but it seemed like she was glaring daggers at you earlier."

"Well…um…" Twilight wasn't sure how to answer. The answer was simple enough, but at the same time, it was astronomically ridiculous. What would they think if she told them she had met her in a dream? They'd probably laugh at her.

It was at this moment that Fluttershy decided to join them. "Miss Twilight Sparkle," she said, her voice cold. "You are the Nurse's Aide for this class, are you not?"

"Huh? Um, well…" Twilight stammered.

"May I ask you to accompany me? To the Nurse's office, that is."


	3. 002-I First Met Her in a Dream Part 2

**Puella Magi Twilight Magica**

By _darkponyD_

002 – I First Met Her in a dream…or Something Part 2

_Location: __Ponyville Middle School, Ponyville Central_

Twilight Sparkle and Fluttershy were walking down the corridor, on their way to the Nurse's office. Though Fluttershy asked Twilight to take her there, it seemed more like Fluttershy was taking Twilight instead. One of many things she had noticed that morning.

"U-um, I, uh…" Twilight stammered, trying to get her thoughts organized. "How did you know I was the Nurse's Aide?" Fluttershy kept walking, as if she hadn't heard anything. Twilight had never been self-conscious before, hard to be with great friends like Rainbow Dash and Rarity. But, then again, she had never met anyone like Fluttershy before. It was like she knew Twilight so well, but was still a stranger to her.

"Ms. Cheerilee told me." Fluttershy answered.

"Oh, I see," Twilight said, blushing. "Oh, um, the Nurse's office is…" Fluttershy turned the corner just before Twilight got a chance to tell her.

"This way, isn't it?"

"Yes, that's right," Twilight replied. "Um, but… Um… It seems like you already know how to get there…" The pair continued on in silence, the tension so thick you could cut it with a knife. Finally, Twilight decides to break the silence, "Um… Miss Shy?"

"You can call me Fluttershy."

"Fluttershy…?

"What is it?"

"Oh, um…" Twilight stuttered. "That's kind of an unusual name, isn't it?"

Fluttershy said nothing, her face darkening, as does her mood. "O-oh! But not in a bad way!" Twilight was getting flustered, and nervous. Not a good combination for the filly. "I-I was just thinking it sounded kind of pretty –"

Fluttershy suddenly turned around, startling Twilight into silence. "Twilight Sparkle," Fluttershy said, a sense of foreboding in her words. "Do you treasure the life you currently live? Do you consider your family and friends precious?"

Twilight blinked. "W-well… I… Yes, I do. Both my family and my friends—I love all of them, and consider them very precious!"

"Do you really?"

Now Twilight was angry. If there was one thing she hated, it was being accused of lying. "Yes, really! I would never lie about something as important as that!"

Fluttershy nodded. "I see. If that's really the case, then you wouldn't try to change the person you already are, would you? Because if you do, you will end up losing everything you care about."

Now Twilight was confused. What could this cryptic warning from this cryptic filly mean?

"You should stay as you are, Twilight Sparkle," Fluttershy continued as she turned away. "Stay as you are, and as you always should be."

As the day went on, Fluttershy proved herself to be not just gorgeous, but also extremely gifted in her studies and physical skills, receiving a perfect score on a math quiz, and breaking the school wide speed record set by Rainbow Dash. A pair of blood red eyes observed this display of skill from a far, but only had eyes for Twilight and Rainbow Dash. '_Hmm, two fillies who have yet to find their special talent. Interesting. Twilight Sparkle, however, intrigues me. So much potential…_'

_Location: Ponyville Shopping Center, Café, West Ponyville_

"She said WHAT?!" Twilight, Rarity and Rainbow Dash sat at their usual table, eating lunch. Twilight had just told her friends about the conversation between her and Fluttershy.

"It doesn't make any sense, does it?" Twilight said.

"Just when I was thinking she was someone gifted with both brains and brawn, it turns out she's a crazy New Age weirdo!" Rainbow exploded, growling in frustration.

"Exactly how far was she going to keep up that weirdo character act?" A thump signaled Rainbow's head slamming onto the table in front of her.

Rarity just shook her head at Rainbow's antics. "Twilight, are you sure you've never met Miss Shy before?"

Again, the internal debate Twilight had during morning break reared its ugly head. "Well… The sensible answer is 'yes,' but…"

"What's that supposed to mean?" Rainbow asked, raising her head off the table, eyebrow cocked. "That you met her in some 'insensible' way?"

"Well…" Twilight started, making up her mind. "Last night… I first met her… in a dream… or something." Her two friends just stared at her for a few seconds, before bursting into uncontrollable laughter.

"Awesome!" Rainbow guffawed. "You're acting like one of the characters in those fantasy novels you love so much!"

"Oh, come on!" Twilight huffed. "This is really bugging me!"

"Well, it's all obvious now! You must have known each other in a previous life, and were brought across time and space to meet once again!"

Rarity rolled her eyes. Rainbow Dash and her wild theories strike again! She turns back to Twilight. "You said you met in a dream. What kind of dream was it?"

Twilight's face screwed up in concentration. "It was…" she started, and then stopped, the memory fading into oblivion. "To be honest, I can't really remember anymore. I do remember that it was a very odd dream, though…" A flash of the shadowy object leaps into her mind, as if to illustrate the point.

"Then maybe," Rarity explains. "You actually have met Miss Shy somewhere before."

"Huh?"

"Though you may not consciously remember, your subconscious could have taken note of her and later brought her image out in a dream. Basic psychology."

"Isn't that a little far-fetched?" Rainbow asked a skeptical look on her face. "I mean, if that's the case, that's some coincidence!"

"I suppose," Rarity pulled out her pocket watch. "Oh! It's that time already? I'm sorry, I better go." She got up and started packing the items she took out of her saddlebag back in.

"Piano lessons, right?" Rainbow asked. "Or is it Prench classical dance today?"

"High tea lessons," Rarity replied. "Even though exams are right around the corner. I wonder how long Mother intends to make me continue with them."

"Whew! Makes me glad I wasn't born into a rich family!"

Twilight stood up, "Should we get going too?" Rainbow nodded, and the trio picked up their lunch trays, taking them back to the front counter.

When they left the café, Rainbow pulled Twilight aside. "Twilight, do you mind if we stopped at Vinyl's Music Shack before heading home?"

Twilight nodded. "Sure. Buying another CD for Blues?"

Rainbow chuckled. "Sort of."

The pair re-joined Rarity, and the trio parted at the stairs.

_Location: - - -, - - -, - -_

A white and red creature was running through the dark hallways of the building. He had been cornered there earlier by that yellow filly. Now he was being chased by that same filly, who was now trying to kill him. He turned a corner, dodging boxes and debris as multiple flashes of violet energy flashed past him. He was almost away, the exit door right in front of him- "Argh!" A lucky shot from his pursuer hit him, throwing him several yards across the hall, his exit now blocked by his pursuer. He quickly got back up and ran, narrowly avoid another blast. He turned another corner and jumped into the ventilation system.

Fluttershy stepped into the light as her quarry disappeared from her line of sight, but not from her perception. She turned her gaze, starring straight through the walls and ducts, following the sound of the creature's paws lightly pounding on the metal of the ducts.

_Location: Ponyville Shopping Center, Vinyl's Music Shack, West Ponyville_

After parting ways with Rarity, Twilight and Rainbow Dash quickly made their way to the first level of the shopping center where Vinyl's Music Shack was located. Upon arriving, Twilight and Rainbow went their separate ways; Twilight going to the popular music section, and Rainbow moving into the classical music section. After a few minutes of browsing, Twilight finally found what she was looking for, a new single by her favorite artist, Claris! She put on the headphones and- '_Help me…_' Startled, Twilight took off her headphones, listening for the voice again.

'_Help me… Twilight…_'

Twilight jumped. Not only was the voice echoing in her mind, but it also seemed to know her name.

'_Please… Save me…_'

The filly, curious, went off to find the source of the voice. But not before Rainbow saw her, and pulled off her own headphones to follow her.

_Location: Ponyville Shopping Center, (area under renovation), West Ponyville_

Twilight walked through the dark corridors, searching for the voice she had heard. "Hello? Is anyone there?"

'_Save me…_' That voice again. It seemed to echo around her, drawing her to the door just ahead of her. A sign read 'This floor is closed due to renovation'. Foolishly, Twilight slowly approached the door, and with only a moment's hesitation, opened the door and entered.

Twilight peered into the dark room, slowly walking in. "Where are you?" she called. "Who are you?"

'_Save me…_' Suddenly, there was a rattling in the vents above her as a small white creature falls to the floor in front of her. It was vaguely cat-like in appearance, with red patches all over its body. It was also covered in wounds, though none of them were life threatening. Twilight rushed to the creature's side, picking it up in her hooves. "Save… me…" it said.

A sudden crash directly in front of her prompted Twilight to look up, seeing, once again, Fluttershy before her; though this was not the Fluttershy she had met this morning. This Fluttershy wore a grey and black outfit reminiscent of their school uniforms, with an intricate red and grey shield on her left hoof. "Fluttershy…?"

"Get away from that thing," she said, her voice as cold as ice.

"B-but… He's hurt!" Twilight protested. The creature was breathing heavily, its eyes shut. Twilight pulled him close, suddenly realizing what Fluttershy was planning. "No! Please, don't do something cruel!"

"This has nothing to do with you," Fluttershy replied, striding forward purposefully.

"But he was calling me!" Twilight protested. "I could hear him begging me to save him!"

Fluttershy stopped, inches away from Twilight. "…I see." The two stared at each other for several long minutes, Fluttershy trying to decide the best course of action to take, Twilight trying to decide whether or not she should run. Suddenly, a burst of white foam took the decision out of their hands.

"Twilight! This way!" Rainbow Dash stood with a fire extinguisher clutched in her wings, using it to obscure Fluttershy's vision. Twilight put the creature on her back, and ran over to Rainbow, who tossed the fire extinguisher into the air and gave it a good solid buck to make it rocket in Fluttershy's general direction, before turning and bolting.

Fluttershy shook her head, calmly using her wings to blow away the foam. Just as she was about to go after the pair, the world warped and twisted around her. "Now, of all times…!"

Some distance away, Twilight and Rainbow Dash ran as fast as they could, their hooves pounding on the tile floor.

"Wh-what is with that filly?!" Rainbow exclaimed. "Now she's attacking people in cosplay?!" She glanced over at the thing on Twilight's back. "And what is that thing? It's not a stuffed animal is it? It's alive?"

Twilight shook her head. "I don't know. I don't know what any of this is. But we have to save him!"

Right as Twilight finished saying this, the world suddenly warped and contorted, the hallway expanding into an enormous field with widows floating in midair and odd plant-like creatures in the distance.

"What?!" Rainbow cried. "Where'd the exit go? What is this place?!" The whole place seemed to be shimmering and growing, creating twisting paths and twisted pictures filling the 'sky'.

"There's something wrong with this place." Twilight said nervously. "The path keeps changing!"

"What is going on here?!"

A rustling sound to her right prompted Twilight to turn her head. "There's something over there!" What she saw was a strange creature. A lot of strange creatures. Their appearance would have given Discord a run for his chaotic money. They stood on two legs, though they weren't so much legs as they were butterflies. The rest their body was essentially an enormous dandelion with comical faces on the puff-ball portion that served as its head. The creatures poured out, chattering as they quickly surrounded the cowering fillies.

"This has to be a joke, right?!" Rainbow whimpered. "I mean, I must be dreaming, right? Right?! Twilight?" The creatures started drawing the circle tight, closing in on the pair. Suddenly, there was a loud cracking sound. A long chain broke on the ceiling, falling in a spiral pattern around them, and erupting into a blaze of yellow energy, repelling the strange creatures. The two fillies were speechless.

"That was close!" The two fillies turned around to find another filly striding towards them with a smile on her face. She was a bright pink, with a straight mane and tail, carrying a yellow gem around her neck. "Don't worry, you're safe now." Her eyes focused on the creature Twilight was carrying. "Oh! You rescued Kyubey for me, didn't you? Thank you, he's a dear friend of mine."

"I-I was called to him." Twilight stuttered through her shocked face. "I heard his voice in my head."

The pink filly smiled and nodded. "Ahh, I see." The filly turned her gaze back to the fillies, taking in their appearance. "Those uniforms, you must be students at Ponyville Middle School too. Are you eighth graders?"

Rainbow, coming out of her state of shock, finally voiced the question both the fillies wanted answered. "Who are you?"

"That's right, I haven't introduced myself yet." The filly said as the creatures from before started regrouping behind her. "But before all that…" The filly turned around, doing a sort of dance, ending on her rear hooves, with the yellow gem cradled in her hooves in front of her. "…mind if I wrap up a bit of work?"  
A yellow glow suffused the filly as her clothes suddenly changed. Her hooves were encased in knee-length boots, her body in a yellow gunner uniform, and finally a brown cap on her head. Her pink hair exploded into a messy mass of curls as well to finish off the transformation.

Twilight and Rainbow couldn't stop their jaws from crashing into the floor on seeing this. The pink filly merely chuckled as she jumped into the air, a mass of the approaching creatures beneath her. She waved her hoof, summoning mass of canons out of thin air, all focused on the creatures below. She brought her hoof down, signaling an unknown force to fire their payloads on the creatures below. The creatures all vanished, leaving nothing but the odd butterfly flittering around.  
Twilight and Rainbow just stared, the faces adorned with looks of shock and awe. "A-amazing" Twilight said in a whisper. It was then that the world began to regain its senses, returning them to hallway they had been running through earlier.

"What?" Rainbow exclaimed. "We're back?! All because you beat those things?! I could have done that with my eyes closed!"

A clop of hooves behind them stopped Rainbows impromptu rant in its tracks. The three looked up to find Fluttershy before them.

"The Night Mare escaped," the pink filly said, approaching her. "If you want to finish it off, you'd better go after it right now. I'll let you take it this time."

The yellow pegasus filly glared at her. "I have business here."

"You don't read between the lines very well, do you? I'm telling you I'll overlook what you did this time." The two just stared at each other for a time, an ice-blue gaze meeting a warm-blue gaze. "Don't you think it would be better for both of us not to court needless trouble?"

Everyone stood there, not moving an inch, no one wanting to back down. Finally, gritting her teeth, Fluttershy turned away and flew off. Twilight and Rainbow both breathed a sigh of relief as the pink filly turned back to them.

The group were seated in front of the exit door, the pink filly's gem glowing as she healed the white creature, Kyubey. Finally, he opened his blood red eyes and jumped to his paws.

"Thanks Pinkie! You're a lifesaver."

The pink filly, Pinkie, chuckled. "If you want to thank anyone, it should be these two," she said, gesturing to Twilight and Rainbow. "I was just in the neighborhood."

Kyubey turned to the pair, smiling widely. "Thank you very much. My name is Kyubey."

Twilight just stared at the strange creature. "Were you the one who was calling me?" she asked.

Kyubey nodded. "Yes, I was, Twilight Sparkle," Twilight gasped. "And you, Rainbow Dash."

Rainbow Dash now looked at the creature suspiciously. "How do you know our names? Are you a spy?!"

Kyubey laughed at that accusation. "I've been called many things, but never a spy before." The creature got its laughter under control before continuing. "I actually came here because I have a request for you. Both of you."

Twilight tilted her head. "A…a request?"

Kyubey nodded. "I want you to make contracts with me and become Magical Fillies!"


	4. 003-That Would Be Truly Wonderful Part 1

**Puella Magi Twilight Magica**

By _darkponyD_

003 – That Would Be Truly Wonderful Part 1

"My name is Pinkie Pie. I'm a ninth-grade student at Ponyville Middle School. And, I am one who has made a contract with Kyubey – a Magical Filly!"

_Location: Home of the Sparkle Family, East Ponyville_

Twilight Sparkle awoke to the bright sunlight streaming in through the windows, strange memories running through her head. She sits up, looking around the room at the many stuffed animals littering her shelves and floor. "Another strange dream…!?" she groans. She then notices the addition of a new creature in her stuffed animal collection.

"Good morning, Twilight!" It was Kyubey, of course. Which meant that it wasn't a dream at all. It was real.

Twilight and her mother stood in the bathroom, once again preparing for the day ahead of them. This time, it was oddly quiet, until Velvet decided to break the silence.

"Twilight…" she said through a mouth of toothpaste. "I heard you got home late last night?"

Twilight nodded. "Yeah, I got invited over to an older student's house…"

The pair took a swig of water and rinsed their mouths in unison. "Well, I'm not going to make a fuss about curfews or anything," Velvet replied. "Just let us know where you are before dinner, all right?"

Twilight nodded, smiling. "I'm sorry." She turned her head to take in the site of the new addition to her morning routine.

Kyubey lay, completely relaxed, in a steaming bowl of water, eyes closed and with a look of contentment on his face. '_Ponies really can't see him…_' thought Twilight.

/***\\

_Location: Pinkie Pie's apartment, Ponyville Central, 5:30 PM the previous night_

Twilight and Rainbow stepped into Pinkie Pie's apartment and gasped. "Wow! What a wonderful room!" The room was small, containing a simple living room set consisting of a small couch, a coffee table and shelves of sugary confectionary, not to mention the many shelves of cookbooks, and fantasy novels.

"I live here alone," Pinkie explained. "So feel free to make yourselves comfortable. Though I'm afraid I don't have much to offer as refreshments…" This statement wasn't entirely true, since Pinkie's shelves contained so much sugar in the form of cakes, cupcakes and cookies, along with a good supply of tea. Soon they were all seated around her coffee table sipping tea and munching on cake.

"Pinkie, this is easily the best cake I've had in years!" Twilight exclaimed.

Rainbow nodded in agreement. "No kidding, insanely tasty!"

Pinkie smiled. "Thank you." She took a sip of her tea before continuing. "Since you two have been chosen by Kyubey as well, it means you're now involved in all of this. So, I thought there were a few things we should go over."

Rainbow waved her hoof dismissively. "Yeah, yeah. Go ahead and ask your questions."

Twilight giggled. "Rainbow… I think you've got it backwards…"

Pinkie chuckled before her expression turned serious, and she pulled out the same gem from before. It glowed a soft, pleasant orange color, and radiated a great deal of power.

"Ooh, pretty!" Twilight said, dazzled.

"This is a Soul Gem," Pinkie explained. "When Kyubey makes a contract with a filly, a Soul Gem is born. It's the source of our magic, and also the proof that we're Magical Fillies."

Rainbow's eyes narrowed. "What about this 'contract' business? What exactly does that mean?"

"I will grant you one wish," Kyubey explained. "Any wish you desire!"

"Wait, really?!"

"A wish…?" Twilight asked.

Kyubey nodded. "Yes, anything at all. I can grant you even the most impossible of miracles!"

Rainbow tapped a hoof against her chin. "So we could wish for riches and treasures? Or to be part of the Wonderbolts? Or even to be in an adventure as epic as a Daring Do novel?!" Her voice grew more excited the more things she listed.

"Uh, maybe not that last one Rainbow," Twilight said giggling. "Those books can get pretty scary."

"Yes," Kyubey answered Rainbow. "But in exchange for that wish, your Soul Gem is created." Kyubey paused, looking at both of the fillies. "Those who possess a Soul Gem are duty-bound to do battle with Night Mares."

"Night Mares?" Twilight asked. "Are they something different?"

"If Magical Fillies can be said to be born from wishes," Pinkie explained. "Then Night Mares are creatures born from curses."

Here Kyubey took up the explanation. "Just as Magical Fillies spread hope to the world, Night Mares spread despair. And since they're invisible to normal ponies, it makes their evil all the more insidious. Anxiety and mistrust, irrational rage and hatred, they sow the seeds of disaster throughout the world."

"Many of the inexplicable suicides and murders that occur are caused by a Night Mare's curse," Pinkie explained, face turned away. "The Night Mare's formless darkness grows within the cursed pony, until it consumes them from the inside out."

Rainbow set down the cup she had been drinking out of. "If these Night Mares are so dangerous, why don't ponies know about them yet?"

"Because Night Mares hide themselves deep within the labyrinths they create," Kyubey explained. "They go to great lengths to remain hidden from ponies at large, working from the shadows of their labyrinths and relying on their curses. That maze-like place you wandered into today was a labyrinth."

"The labyrinths are extremely dangerous," Pinkie said. "Ponies who wonder in don't usually make it back out alive. You two are extremely lucky I was around at the time."

Twilight shuddered. "And you fight those things?"

Pinkie nodded. "Yes, often at the risk of my life. That's why the two of you should think very carefully before deciding to become Magical Fillies. Having been chosen by Kyubey, you have the rare opportunity to have any wish granted. But remember that that wish walks side-by-side with death."

"Oh horseapples," Rainbow said, hanging her head. "This is gonna be a tough choice."

Pinkie giggled at this reaction. "To help you make up your minds, why don't you come along with me on a few Night Mare hunts?"

"Huh?!" the two younger fillies gasped.

"You should see for yourselves what it's like to do battle with Night Mares." Pinkie explained, closing her eyes. "Besides… you should both think long and hard about whether there's something you want badly enough to make it worth putting yourself in danger."

\\**/

Twilight watched as her mother continued her morning routine, choosing her next words carefully. "Hey…mom?"

"Hm?"

"Say that, hypothetically, someone offered to magically grant you any wish in the world. What would you wish for?"

"I'd have those two trustees driven straight out of the company," Velvet said, without looking up.

"Ahh…"

"And also," Velvet closed her eyes in frustration. "The CEO really is getting too old to keep pushing himself, so maybe I'd have him retire as well." She pulled out a makeup brush, dabbing her face with it thoughtfully. "Oh, but he hasn't named a successor yet…"

"Then what if you became the new CEO?" Twilight asked. Velvet stopped what she was doing, and peered off into space, deep in thought.

"I hadn't considered that…" she said as she packed up her makeup box, her eyes glinting as she considers what her daughter had suggested. "If I could gather enough support in the sales department… I've already got the planning committee and general affairs in my corner… Then my only hurdle would be old Baldy from the accounting department… Maybe… Interesting…"

"Mom…" Twilight giggled. "You've got a scary look in your eyes."

_Location: Central Park, Ponyville Central_

"Good morning girls!" Twilight called as she ran up behind her friends.

"Good morning," Rarity replied, turning and smiling towards her. Rainbow Dash was just about to greet her in the same way, until she spotted Twilight's little passenger.

"Good morning, Rainbow!" Kyubey greeted, smiling widely. Rainbow just stood there staring, not knowing what she should do.

Noticing, Rarity glanced between Twilight and Rainbow, not noticing Kyubey at all. "Rainbow, is something the matter?"

Rainbow Dash completely ignored the question, instead running up beside Twilight. "So other ponies really can't see him?" she asked quietly, not wanting Rarity to hear her.

"It certainly seems that way."

Rainbow nods as she walks back over to a confused Rarity. " O-oh! No, it's nothing at all!" she said hastily, answering Rarity's earlier question. "Let's get going!"

Twilight smiled, ready for her next trick.

_'It seems we can communicate…'_ Rainbow froze as she heard Twilight's voice in her head, whirling around at the same time. '_…Just by thinking to each other like this.'_

_'What?!'_ she thought in panic. '_You mean we already have magical powers?!'_

'_No, no,'_ came Kyubey's amused response. _'I'm simply acting as a conduit for your thoughts to pass through. But it's handy being able to talk telepathically, isn't it?'_

'_It… Feels a bit weird…'_ she replied as she and Twilight started walking away.

Rarity just stood there confused, and she wanted answers. "Hey, you two. What's going on? You've been staring into each other's eyes for a while now…"

"Huh? Oh, n-no, there's nothing… going on…" Twilight stammered guiltily.

A look of surprise crosses Rarity's face, as if something was just confirmed. "You're already close enough to communicate through your eyes alone?!" she questioned. Suddenly, she gasped in shock as her mind went down the path of least resistance. "But for two ponies to suddenly get that much closer overnight… What on earth did you two do after I left yesterday?!"

"What are you…?" Rainbow asks before it suddenly clicks in her brain. "No! It totally isn't what you're thinking!"

"Well," Twilight said, rubbing the back of her neck in embarrassment. "A lot of things happened last night, but…"

"Not helping, Twi!" Rainbow hissed between her teeth.

"But you can't!" Rarity continued, ignoring what Rainbow had said. "You're both fillies after all! Can't you see that it's a love that can never be?!" She took of screaming after that last part, dropping her saddlebag in her haste.

"Rarity!" Rainbow called after her. "You dropped your bag!" But her call fell on deaf ears.

Twilight sighed. "Rarity's acting more like you today, Rainbow."

"Hey!" Rainbow cried, indignant. "What's that supposed to mean?!"

_Location: Ponyville Middle School, Ponyville Central_

Classes were just about to start as the two fillies stood in front of Rarity, trying to explain themselves, it didn't look like they were getting through to her until Ms. Cheerilee walked in and told the class to get to their seats. As they took their seats, Rainbow continued the conversation she had been having with Kyubey after Rarity took off. '_But seriously, is it really OK for you to tag along to school with us?'_

_'Why not?'_ he asked, shrugging.

_'Like I said, that filly from yesterday just transferred into our class.'_ Rainbow replied. '_Isn't she trying to kill you?'_

_'Actually, I think the school is the safest place for me. After all, Pinkie's here too.'_

_'But Pinkie is a ninth-grade student,'_ Twilight pointed out. _'So her class is pretty far from ours.'_

_'Don't worry, I can hear you all perfectly,'_ came Pinkie's unexpected reply.

_'At this distance, I can still reach her with my telepathy.'_ Kyubey explained.

_'Oh! U-uh, um, good morning, Pinkie!'_ Twilight stuttered in embarrassment.

They could hear Pinkie chuckling as she replied. _'I promise I'll keep close watch over you all, so don't worry. Anyway, she doesn't strike me as the type who would attack you in public.'_

Rainbow shuddered. _'I sure hope you're right…'_ Just then, the fillies all caught sight of Fluttershy as she walked in. _'Ugh! Speak of the devil…'_ She took her seat and turned around, taking note of Twilight and Kyubey, her face betraying none of her thoughts.

/***\\

_Location: Pinkie Pie's apartment, Ponyville Central, 7:00 PM the previous night_

The fillies were just about to leave Pinkie's apartment, when Rainbow had a thought. "That transfer student, is she a Magical Filly as well?"

Pinkie nodded. "Undoubtedly. She seems to be a fairly powerful one, too."

"But then, wouldn't that make her a good guy, also fighting the Night Mares?" Rainbow asks in confusion. "If so, why would she suddenly start attacking Twilight?"

"It was me she was after," Kyubey explained. "It seemed like she was trying to prevent me from contracting a new Magical Filly."

"But why?" Rainbow questioned. "If we're fighting the same enemy, wouldn't it be better if there were more of us?"

"Not necessarily," the two younger fillies turned their attention to Pinkie. "It's actually more common for Magical Fillies to contend against each other."

"What?" Twilight gasped. "But why?"

"You see, there are certain rewards one can gain from defeating a Night Mare," she explained. "That's why sometimes, depending on the time and situation, Magical fillies may actually battle one another for the rights to those rewards."

"So basically," Rainbow reasoned. "The reason that filly was staring at Twilight all day yesterday, was because she knew Kyubey was trying to get to her?"

"Most likely, yes," Pinkie confirmed, using her magic to turn her Soul Gem into a hair pin.

\\***/

Fluttershy kept gazing towards Twilight. It was still rather creepy, even though Twilight knew the reason for it. _'Don't worry, Twi,'_ she glanced over to see Rainbow glaring at the yellow filly. _'If she tries anything on you, I'll punch her lights out!'_ Rainbow grins as she turns to Twilight. _'Plus, we have Pinkie here to protect you too!'_

_'That's right,'_ Pinkie replied. _'Leaving aside Rainbow and her punches, I am here, so you'll be just fine.'_

Rainbow's grin fades as she processes what Pinkie said. _'Hey! What do you mean "leaving aside?!"'_

**A/N: Hey guys, just a quick heads up to you. I got a review on the previous chapter, saying that the characters are too OOC. That is intentional, after all, this is set in an alternate universe. On that note, in this alternate universe, which I will call the 'Magicaverse', there are no unicorns, therefore, there is no magic at all in this universe and the technology is far more advanced, since the ponies aren't reliant on magic anymore. **

**Until next time**

**Onwards and Upwards-darkponyD**


	5. 004-That Would Be Truly Wonderful Part 2

**Puella Magi Twilight Magica**

By _darkponyD_

004 – That Would Be Truly Wonderful Part 2

_Location: Ponyville Middle School, Ponyville Central_

"And so…" Cheerilee droned. "…the form we've been studying up to this point…" Twilight sat at her desk, her eyes on the desk in front of her. More specifically, on the notebook she was doodling in. Normally, she would have been paying close attention to the lesson, but that was before she was chosen by Kyubey. She wanted to have an outfit designed and ready for when she did decide on a wish. She glanced up, looking over at Rainbow, snoozing on her desk, then down at Kyubey, taking a nap on her saddlebag. She smiled at the sight and turned her attention back to her designs.

Morning break found the two friends on the roof of the school. A secluded spot they went to almost every day, unless someone told them otherwise. They sat on a bench, silently munching on the snacks they each brought, with Twilight occasionally giving Kyubey a bit.

"Hey, Twilight," Rainbow said, glancing over at her friend. "Have you come up with a wish yet?"

"Not really…" she sighed. "Have you?"

"Nope, not a clue," Rainbow replied, stretching. "Seriously, I've gone through and considered so many different things too. I mean, there are plenty of things I want to have or do, but I guess the whole 'risking your life for it' part is what's getting me." She got to her hooves, walking over to the railing on the edge of the roof. "None of the stuff I want is worth that much."

"Yeah…"

Kyubey watched the exchange with something akin to confusion on his features. "How odd. Most of the fillies I make my offer to accept right away."

Rainbow stared off into the distance. "Well… Maybe the pair of us are just fools?"

"You think so?" Twilight asked.

"Eeyup," she nodded. "A pair of blissfully ignorant fools." Rainbow turned her gaze towards the hospital as thoughts of another pony came into her mind. "I'm sure it's not all that unusual. Wishing for something so strongly you'd gladly trade your life for it. There must be countless people in the world, who have such wishes in their hearts. It just means the two of us, who can't even figure out what to wish for, haven't experienced even a fraction of those ponies's suffering. We've been so blessed, that we've become ignorant fools." Twilight and Kyubey watched as she tightened her grip on the railing, a gleam in her eyes, and her thoughts on a pony she cared about very dearly. "Why us, of all ponies?" She suddenly whirled around. "Doesn't it seem unfair? There are probably ponies who would give anything for a chance like this…"

"Rainbow…"

Suddenly a sound came from the exit. The two fillies turned to see Fluttershy striding towards them. Rainbow immediately took up a defensive position beside her friend, a glare plastered on her face.

_'It's all right.'_ Pinkie's voice said in their heads. The two glanced over to see her standing on one of the neighboring towers, her Soul Gem in her hooves, ready for her transformation if necessary. Fluttershy kept walking until she was only a few hooves away from them trio.

"Picking up where you left off yesterday?" Rainbow demanded, her glare hot enough to melt iron.

Fluttershy shook her head, unfazed. "No. I have no such intention." She leveled her own glare towards the creature on Twilight's back. "I had hoped to kill it before it made contact with Twilight Sparkle, but it's too late for that now…" She returned her gaze to the two fillies, but only addressed Twilight, as if Rainbow wasn't there. "So what will you do? Will you become a Magical Filly as well?"

"I…" Twilight hesitated. She honestly didn't know herself. Thankfully, Rainbow, not one to be ignored, jumped in before she could answer.

"Like you have any right to ask us anything!"

The filly ignored her, unfazed by her outburst. For her, the only thing that mattered was Twilight. "…Do you remember what I said yesterday?" she asked.

"Yeah…" the strange warning had been echoing in her mind since she first spoke to the strange filly.

Fluttershy bowed her head, her eyes closed. "Good. Then I'll pray my warning will not have been in vain." She turned around and started walking away.

"F-Fluttershy! Um…" Twilight stammered. "What did you wish for when you became a Magical Filly?" The filly stopped and turned back to her, stunned. Twilight studied her face, and saw a flicker of something in her eyes. Was it…fear? Sadness? Then she was gone.

As soon as the last bell rang, signaling the end of another school day, Twilight and Rainbow ran out the room towards the lockers. Rarity was already there, getting her bags, and preparing to head home.

"Rarity!" Rarity turned as Rainbow called her name. "Sorry, but the two of us have a few small errands to run today, so…"

Rarity's eyes narrowed. "Something private?"

"Um, well…"

"I'm so jealous!" she sighed. "I guess there's just no room anymore for a third wheel like me!" With that, Rarity took off like a rocket for the second time that day.

"Once again," Rainbow called after her. "you've got it totally wrong!"

The two fillies failed to notice a certain yellow pegasus filly behind them, listening to every word they said.

"Miss Shy…" she turned her head to find two of her classmates standing beside her. "You're finally going to come have coffee with us now, right?"

She gave an apologetic smile. "Sorry girls, but I have some urgent business to attend to today as well."

"Aww…"

"My apologies." With that, Fluttershy made her exit.

_Location: Ponyville Shopping Center, Café, West Ponyville_

"Now then," said Pinkie, grinning as she set her steaming cup of hot chocolate on the table in front of her. "Shall we begin lesson one of our little 'A Day in the Life of a Magical Filly' class?" The pair in front of her nodded their heads in anticipation.

"I don't know if it'll be any help," Rainbow said, pulling out a long narrow package. "But, I brought this along." She unwrapped it, revealing a red bow staff. Grinning at the looks of astonishment on her friends' faces, she sat down. "I figured it was better than having nothing to defend ourselves with."

Pinkie chuckled, "Well, I'm glad you're going into this with that kind of mindset."

Rainbow then turned to Twilight. "How about you, Twilight? Bring anything?"

"Um…well, I," she stuttered, embarrassed. She pulled out her sketches and placed them on the table. "I-I thought maybe I should at least start thinking about costume ideas…" The two other fillies at the table burst out laughing. All she could do in response was hang her head in embarrassment.

Finally getting control of herself, the pink filly reached up and brushed away a laughter tear. "Well, you've certainly brought enough enthusiasm!"

Rainbow nodded in agreement. "I can't top that even if I tried! You totally beat me..!" The two took another look at the costume ideas in front of them, and once again burst out laughing.

_Location: __Ponyville Shopping Center, (area under renovation), West Ponyville_

The trio stood at the exact spot of their previous encounter of the labyrinth, Pinkie's Soul Gem hovering in front of them, through use of her Soul Gem's magic. As they watched, it began to glow, pulsing with a warm, golden light. "These are remnants of the magic used by that Night Mare from yesterday," Pinkie explained. "The key to Night Mare hunting is sweeping the city on hoof, searching for remnant magic. Once your Soul Gem picks up a Night Mare's trail, you just use it like a compass and follow it to the Night Mare."

"It's a lot less exciting than I was expecting," Rainbow sighed as Pinkie began to lead them towards the Night Mare.

_Location: Fringe of the Everfree Forest_

"The Gem doesn't seem to be glowing any brighter." The trio had been wandering the streets of the city, their gaze fixed on the Soul Gem.

Pinkie nodded. "It's because it's been a full night since the Night Mare escaped. There are fewer hoofprints around to catch hold of now."

"What if you had gone after it right away yesterday?" Twilight asked, glancing aside.

"I may have been able to finish it off," Pinkie replied, her gaze never wavering from the path in front of her. "But it wasn't worth leaving the two of you alone after what you'd been through."

Twilight turned her gaze away, knowing that she had, in a sense, cheated Pinkie out of a reward. "…I'm sorry."

Pinkie chuckled. "It's fine."

Rainbow just smirked. "Eeyup! You truly are an ally of justice, Pinkie!" Her expression darkened. "On the other hoof, what is with that transfer student?! She really ticks me off!"

_'Is she really a bad pony..?'_ Twilight didn't really know much about Fluttershy, but what she did know confused her. First, she was exceptionally friendly to the students that swarmed her on the first day, answering their questions, and asking a few of her own. Second, she was extremely unfriendly towards Rainbow and Pinkie, almost as if she knew them from somewhere, and had declared them to be mortal enemies. Third, she warned Twilight away from becoming a Magical Filly. Finally, and most confusingly, the look she gave her earlier that day. So full of fear and sadness. It was enough to give the young filly a headache.

"Say, Pinkie," Rainbow said, breaking Twilight out of her reflection. "Do you have at least an idea of where the Night Mare might be?"

"Well," Pinkie replied, thoughtfully. "You often find traces of Night Mares' auras around FFM (Flim-Flam-Mobile) crashes or deadly accidents. That's why I normally check high-traffic streets and spots in the Red Light District where fights tend to break out first. I also check out of the way places where people might try to commit suicide." Her face darkened, turning into a scowl. "Then, there are hospitals. The most awful places for a Night Mare to take up residence. It's unbearable to see them draining the life out of those who are already weakened with pain and illness." Pinkie suddenly stopped, her Soul Gem glowing profusely. The trio looked at it, two of them in fascination, while the other began looking around. "It's reacting to some very powerful magic. It must be close."

_Location: Fringe of the Everfree, Abandoned Factory_

The trio ran to the building, Pinkie's Soul Gem glowing brighter and brighter as they got closer.

"There's no mistake," Pinkie said. "It must be here!"

Rainbow glanced up, and gasped. "Pinkie, look!" The other two followed her gaze to see a young mare standing on the edge of the building. While the building was rather squat, it was also tall enough to be fatal if one were to fall from the roof. As the trio watched, the mare hurled herself from the top. Pinkie quickly used her Soul Gem to transform, and used her magic to catch her before she could hit the ground. She then gently lowered her to the ground, being careful to avoid the shards of broken glass littered around the building. As the trio huddled around the mare, they noticed an odd symbol on her neck.

"A Night Mare's kiss," Pinkie breathed. "Just as I expected."

"I-is she..?" Rainbow asked, nervously shifting from hoof to hoof. She knew this mare after all. It was Derpy Hooves. She had been in the process of recovering from a flying accident, which left her wall-eyed and no longer able to fly.

"No, she's fine," Pinkie reassured the polychromatic filly. "She's just out cold." She got to her hooves, a serious look on her muzzle. "Let's go!"

The trio ran into the building, carefully searching the area for the labyrinth entrance. Almost immediately, Pinkie's mane clip started flashing, causing an ominous, black portal to open. "I won't let you escape this time!" said Pinkie with a smirk, while Rainbow readied her bow staff. Pinkie then made a sweeping motion with her hoof towards the staff, causing it to twist and contort into an intricate design with electricity crackling along the length. "It's not much, but the electrified quality of it should serve to protect you from any immediate dangers at least," Pinkie had started walking towards the portal as she spoke, stopping and turning back to the two fillies behind her. "You must stay near me once we're inside, all right?"

"Right!" Rainbow called as she and Twilight ran to catch up. Pinkie and Rainbow immediately jumped into the portal as soon as they got to it. Twilight, however, hesitated, second thoughts swarming through her head. She shook her head, and jumped in after them. None of them, however, noticed the tall yellow pegasus filly following close behind.

_Location: Fringe of the Everfree, Abandoned Factory, Gertrud's Labyrinth_

Upon entering the labyrinth, the trio was immediately attacked by the same puffball creatures that had encountered before, this time accompanied by large butterfly-like creatures with multiple eyes and abnormally large bodies paired with abnormally small wings. Pinkie immediately summoned a canon and fired at the strange creatures, taking the group out with a single blast. She then took off up a flight of steps. In other words, the same way that the creatures originally came from. Of course, more creatures attacked, prompting Rainbow to take a few swings at them.

"Stay away!" she snarled as she hit one of the butterfly things, causing it to disappear. Pinkie just glanced over as she summoned canon after canon, taking out the rest of the group. Twilight just stood, holding Kyubey, and watching.

"So?" Pinkie asks, as the trio take off up another flight of stairs. "Are you two scared yet?"

"A-as if!" Rainbow pants as they turn a corner and stop. Pinkie pulls out a canon and fires at the creatures, which suddenly reform behind Rainbow, ready to take a bite out of her flank. Before it could get the chance, Pinkie hits it with a crippling kick, her calm and collected appearance steadying Twilight's frazzled nerves.

'_I am scared…'_ she thinks, as time seems to slow. '_But…'_ She never got to finish her thought as she found herself running further into the depths of the labyrinth.

"Keep it up!" Kyubey called from Twilight's back. "We're almost at the deepest point of the labyrinth!" Pinkie suddenly jumped over a railing, landing right in the middle of a large group of the creatures. She spread her hooves wide, and six canons materialize around her, taking aim and firing as she directed, destroying each and every one of the creatures. The others quickly follow her, as she took off through one final door, leading to the single largest room of the entire labyrinth. In the center is a huge and by far ugliest creature you could imagine. Its body long and a sickly cream color, with a small pair of butterfly wings, and its head like a rose bush.

"Which one is this, Kyubey?" Pinkie asks.

"Gertrud, the plant Night Mare," Kyubey replies.

Rainbow and Twilight look like they're gonna be sick. "That's a Night Mare?" Rainbow asks.

Pinkie nods. "Yes."

"Ugh… disgusting."

"Y-you're going to fight that thing?" Twilight stammers, lost in a sea of fear.

"I'll be fine," she chuckles, turning back to them and taking Rainbow's staff in hoof. "As if I would lose to that!" she says as she twirls the staff and slams it on the ground between herself and the two fillies. Immediately a shimmering, golden barrier erects itself between the two fillies and the fight. "Stay back!" Pinkie warns before leaping onto the ground in front of the Night Mare.

Once on the ground, Pinkie summoned two canons, prompting Gertrud to attack, hurling a massive sofa at the pink filly. She immediately dodged, and used her canons to destroy it before it could be used again. As the sofa was destroyed, Gertrud quickly took to the wall, climbing it in an attempt to get in a better position. Pinkie quickly summoned another thirty canons, all lined up, ready to be fired. She fired them off one at a time, as she carefully aimed in front of the fleeing Night Mare. Gertrud, however, proved to be far faster than it looked, easily dodging each and every one of the blasts, biding its time before-

"Huh?" Pinkie suddenly felt a lot of small somethings crawling up her leg. She glanced down to find an army of tiny creatures quickly climbing up her, joining together to form a tentacle, lifting the pink filly into the air. Pinkie had just enough focus to summon another two canons, making them hover as she tried to aim them at her opponent. Both shots, predictably, missed their mark, and the filly found herself being slammed into a nearby wall. Gertrud then latched its own tentacle around Pinkie and dangled her over its 'head.'

"Pinkie!" the two fillies gasp.

Pinkie's eyes open as she smirks. "I'm fine." The ground below started to glow as strands of yellow energy pushes its way up and around the Night Mare cornering it. "As if I'd let myself look so uncool in front of my future Magical Filly juniors!" The strands of energy shot towards Gertrud, wrapping it up in a cocoon of energy. Pinkie smirks as it shoots its own dark energy bolts towards her. "Close, but no cigar." She pulls out a ribbon from her mane, using her magic to direct the magical cloth into the tentacle still holding her, cutting herself free. As she falls, she uses that same ribbon to summon a massive canon, reminiscent of the army's artillery canons. Energy gathered at the muzzle of the weapon as it prepared to fire. "Tiro Finale!" The massive bolt of energy left the canon, blasting straight towards the Night Mare, engulfing it in flames. Pinkie gracefully landed on the ground where the Night Mare had been, catching a cupcake in her mouth.

"S-she beat it…?" Rainbow breathed.

"Amazing…!" Twilight gasped.

The world then took that as its cue to revert back to normal, the hallway of the abandoned factory taking the place of Gertrud's labyrinth. Pinkie knelt as she picked up a small black and grey object, left behind from the Night Mare's final destruction. "This is a Grief Seed," she explains as she turns back to her two companions. "A Night Mare's egg."

"E-egg?!" Rainbow stammers, more in confusion than fear.

"Night Mares carry them sometimes," the pink filly explained. "If you're lucky, you'll find one after a battle."

"It's all right," Kyubey chimed in. "In this form, they're perfectly safe. In fact, they're incredibly valuable because of what they can do."

Pinkie pulls out her soul gem setting it on the floor for the two fillies to see. "The color of my Soul Gem looks a little muddier now than it did last night, right?"

Twilight looks closer, as does Rainbow. "Now that you mention it…"

"But," Pinkie continued. "If I use the Grief Seed…" she moves the aforementioned item next to her Soul Gem. The dark energy contained in the Gem, suddenly transferred itself into the Grief Seed, resulting in the Gem shine much brighter than before.

"Woah! It cleared up again!" Rainbow exclaimed.

Pinkie nods. " With this, the magic I used during the battle is restored as well. When I said there were certain rewards for defeating Night Mares, I meant this." She then turns to one of the dark hallways and tossed the Grief Seed down it, to be caught by a butter yellow wing. "It should be good for one more use," Pinkie called with a smile. "I'll let you have it…" the owner of the yellow wing stepped into the light. "…Miss Fluttershy…"

"Her again?!" Rainbow growled under her breath, glaring poison daggers at the yellow filly.

"…Or do you dislike sharing with others?" Pinkie continued, ignoring the cyan filly's glare. Fluttershy just stands there, a deadpan look on her face.

"It was your kill," she replies, tossing the Seed back. "You should keep the reward for yourself."

Pinkie catches it with a frown. "I see. So that's your answer."

The yellow filly turns around, and walks back into the shadows, but not before leveling a warning look in Twilight's direction.

"Ugh!" Rainbow growled. "She really does bug me!"

"We could have been friends…" Twilight sighs.

"It only works that way if both parties feel that way," Pinkie replies with a frown.

The two fillies watch from a distance as Pinkie sits with Derpy, as she comes too. "Where am I?" she asks with a yawn. The memories slowly start to return to her as she looks around at her surroundings, her eyes growing to the size of saucers. "O-oh my Celestia, what was I about to…? Why would I…?" Pinkie quickly embraces the mare in front of her.

"It's OK. You're safe now," she says comfortingly. "You were just having a bad dream, that's all."

"Well," Rainbow smiles as she watches the scene unfold before her. "That's one case closed."

"Yeah…" Twilight replies, offering a smile of her own.

_Location: Home of the Sparkle Family, East Ponyville_

_ 'It's too confusing,_' Twilight reflects as she works, putting the finishing touches on her costume designs. '_Figuring out what to wish for. But Pinkie looked so amazing when she was fighting to save ponies. If even someone like me, could go around truly helping people like that…'_ she puts down her pencil as she gazes at her creation. '_I think that would be truly wonderful.'_


	6. 005-I'm Not Afraid of Anything Anymore 1

**Puella Magi Twilight Magica**

By _darkponyD_

005 – I'm Not Afraid of Anything Anymore Part 1

_Location: Ponyville Medical Center, Recovery Room 101, Ponyville East_

A dark blue coated pegasus colt laid in bed, sullenly staring out over the city, the curtain billowing in the breeze. A steady, electronic beep filled the otherwise silent space with a steady beat. On the dresser beside him sat a large stack of CDs, all of them containing both classic and main stream acoustic music. His gaze unwavering, the colt reached over to a portable CD player, popping the disk out and replacing it with another. Soon enough, the soothing tones of Sheared Coat's latest single filtered into his ears through the earbud stuck in his ear.

Just outside the room, Rainbow Dash stood just out of sight, a grin plastered on her face. She had, like every week previously, been anticipating this weekly visit to her Cloudsdale friend. It had been nearly three months since the accident and, though she knew he was going to be fine, she couldn't help but worry about him. Or, at least, that's what she told anypony who asked. Taking a deep breath, Rainbow turned and entered her friend's room.

The colt's head turned at the sound of the filly's hooves clopping on the floor, his face immediately changing from one of boredom, to one of happiness. "Hi..." he said.

"Hey, Blues," she replied, while walking up to Blues' bed, pulling up a chair when she got next to him. Once she was seated next to him, she opened up her saddle bag and used one of her wings to pull out a single, cellophane wrapped CD. "I gotcha something," she said as she passed the gift to the colt.

Blues' eyes widened once he got a look at the album. It was the new Switchhoof album Fading West. "Rainbow," he said, unable to keep the awe from his voice. "This album isn't even out yet. How in Celestia's name did you manage to get your hooves on a copy?!"

The aforementioned filly grinned. "Don't thank me, thank Vinyl. She happens to be friends with Fore Hoof."

The colt quickly unwrapped the disk and popped it into the player. "I heard the songs on this album are pure genius!" he said. "Wanna take a listen?" He held out the other earbud to Rainbow.

Blushing, Rainbow took the offered earbud and put it in her ear. "I-if you don't mind…"

"I wish I could play this on a speaker," Blues sighed. "A single earbud just doesn't do this group justice. But, we are in a hospital…" It was at this point that the opening riff started playing. The colt's grin grew even wider as the music progressed, but Rainbow didn't notice, her mind turning to another time. A time when she had hated any and all things she considered 'egghead-ish', with music being number 1 on the list. That opinion changed after she met Blues.

Acoustic Blues. He had been considered an acoustic prodigy, earning his cutie mark from an amazing acoustic performance. A performance that, coincidentally, changed Rainbow's view of all things 'egghead' related.

Rainbow's mind returned to the present, as she noticed something. A tear streaming down the colt's cheek, and a bandage wrapped wing trying to make the proper motions for chord transitions.

_Location: Central Park, Ponyville Central_

"Tiro Finale!" A large bolt of energy burst from Pinkie's artillery cannon, blasting a rapidly moving, multi-colored blob. As the blob disintegrated, so did the labyrinth it had been hiding in, returning Pinkie Pie, Rainbow Dash and Twilight to their original location; Central Park.

"Wwooww," Rainbow gushed as she emerged from her point of cover beside Twilight. "You're so cool, Pinkie!"

Pinkie frowned. "This isn't a magic show, you know." Her Magical Filly attire vanished, revealing her pink fur and balloon and cannon cutie mark. "Don't forget that what we're doing here is extremely dangerous."

"Right on!" Rainbow crowed as Kyubey ran up, jumping onto Twilight's back.

"Hold on," Twilight muttered. "It didn't drop a Grief Seed this time."

"That's because it wasn't a Night Mare," Kyubey explained. "It was only a Night Mare's familiar, or minion if you prefer. Familiars don't carry Grief Seeds."

"So that wasn't a Night Mare…"

"It seems like we've only been fighting duds lately…" Rainbow sighed.

"Yes," Pinkie conceded. "But we can't leave familiars to do as they please. If allowed to grow more powerful, familiars become the same kind of Night Mare they broke away from." She then gave them a wide grin. "Well, should we get going?"

The trio had been walking for some time, only just getting to the edge of the large park, when Pinkie decided that now was a good time to ask her question.

"So have you figured out what to wish for?"

"Nah," Rainbow replied. "How about you Twilight?"

"No…"

Pinkie chuckled. "I suppose that's how it goes when someone tells you to think hard about something."

"What did you wish for?" Twilight asks. Pinkie's face darkens as she stops on the path. "Oh! I don't mean to pry if you don't want to answer-"

"It's fine," the pink pony cuts her off as she offers a weak smile. "In my case, I didn't have the luxury of thinking about it first. Do you remember about two years ago, the massive traffic accident that left over forty ponies dead? Well, that's where Kyubey found me, on the verge of death. It's not that I have any regrets; the life I currently live is far better than dying would have been. But…" She paused, looking at the two fillies in front of her. "I'd like those who do have a chance to think carefully before deciding. I want them to have the choice I didn't have."

The trio start walking again, silence descending on them, only to be broken a few minutes later by Rainbow. "Hey, Pinkie, if you make a wish, does it necessarily have to be for yourself?"

"Huh? What do you mean?"

"Well…" Rainbow hesitated, wondering how much she should say. "For example – and this is really just an example, OK? Say there was someone who was having a way tougher time than I am, and I wanted to use my wish to help him."

"Are you talking about Blues?" Kyubey inquires from his perch on Twilight's back.

"I said this was just an example!" Rainbow huffed, getting into the little creature's face.

"There's no requirement that the wish's beneficiary be the contractee herself," Kyubey explained. "There's even precedent for it already."

"But it may not be the best idea," Pinkie cut in. "If you want to use your wish to grant someone else's, then you need to make doubly sure you know what you're wishing for." She turned to face the cyan filly, a frown on her face. "Rainbow, do you truly wish for his dream to come true? Or do you actually wish to grant his dream so that he will be grateful to you? They sound the same but at the core, they're totally different concepts."

Rainbow was quiet for a time, digesting what she heard. "…That's a little harsh, isn't it?"

"I'm sorry," the pink filly replied, giving a weak smile. "But this really needs to be said now, before it's too late. Because if you go ahead with it without making certain first, you're sure to regret it later."

The cyan filly looked away, before smiling. "…You're right. I guess my idea was a little naïve. Sorry."

"It really is a hard decision, isn't it?" Pinkie said with a sagely nod. "There's no need to rush into it."

"Though for me," Kyubey adds. "The sooner you decide, the better."

"That's no good, Kyubey," Pinkie replied with a laugh. "Nopony likes a colt who pressures fillies to do things."

_Location:__ Home of the Sparkle family, East Ponyville_

"It really isn't an easy decision, is it?" Twilight asked, addressing Kyubey. The two were sitting on Twilight's bed, everypony else in the house asleep, or fairly close to it.

Kyubey shook his head. "And considering my position, I can't rush you into deciding either. Suggesting wishes would be against the rules."

Twilight sighed. "So that would mean just wishing to become a Magical Filly wouldn't work huh?"

Kyubey raised an eyebrow. "Is power for its own sake what you truly want, Twilight?"

"It's not that," Twilight replied, tilting her head thoughtfully. "…Or… Maybe it IS that… I mean, I'm not very smart, and I don't have my cutie mark yet. So if I could become someone as cool and wonderful as Pinkie, I'd be more than happy with just that."

"If you become a Magical Filly, Twilight," Kyubey replied with a glint in his eye. "You'd be more powerful than Pinkie."

Twilight's head snapped around in shock. "Huh?"

"Though, of course," Kyubey continued "part of that depends on what kind of wish you make. Even I can't completely gauge how large the Soul Gem you'd create would be. I've never met another filly with such enormous potential as you."

"Oh, come on," Twilight chuckled. "You're just teasing me, aren't you?"

Kyubey shook his head. "No-"

_*Knock, Knock, Knock*_

"Twilight, are you awake?" Night asked, cutting Kyubey off.

"Yes," she replied. "What's wrong?"

Twilight quickly walked down the stairs, the sounds of exhausted groans coming up the stairs from below. She arrived on the ground level to find her mother moaning and groaning incoherently on the floor, with her father sitting beside her, a glass of water in his hoof.

"Oh, not again," the filly groaned shaking her head. "Oh, mom…" her mother's eyes followed her as she walked over.

"W-water…" Night gently tilted his wife's head back, pouring the water down her throat. After Velvet's thirst was quenched, Night lifted Velvet onto Twilight's back, to take her to her room. "…that balding old coot…!" she muttered as Twilight settled her into bed. "If he wants a drink so badly, he can damn well pour it himself…!"

"Thanks." Twilight turned to the doorway to see her father silhouetted in the light. "Want some cocoa for your trouble?"

"Yes, please!"

"I wonder why she loves to work so much…" Twilight said, deep in thought. "I mean, it wasn't always her dream to work for that company, was it?" she asked, turning to her father, who was currently sipping his cocoa behind the kitchen counter.

Night sighed, setting his cup aside. "It isn't so much that your mom enjoys her work; what she really likes is trying her best at something." Twilight looked at her father, confusion clear on her face. "What I mean is," he continued. "Even though she encounters lots of trying and unpleasant things, the satisfaction she gets from overcoming those challenges is what she treasures most in this world. So even though working at a company wasn't necessarily her dream, the way she's living her life is extremely appealing to her. It's possible to achieve your dreams that way too, you know."

Twilight tilted her head, pondering what her father had told her. "So the way she lives her life was her dream?"

Night shrugged. "Different people might have different opinions of that, but as far as I'm concerned, that's something I love about her. I respect the way she leads her life and am very proud of her. She truly is amazing, isn't she?"

Twilight smiled as she picked up her cocoa. "Yeah."

_Location: Ponyville Amphitheatre, Central Park, Ponyville Central_

Pinkie slowly walked between the empty seats, making her way to the stage, her Soul Gem dangling from the chain around her neck. With a tap from her hoof, she returned the Gem to its hair pin form, pinning it in her mane.

"You do understand, don't you?" Pinkie whirled, finding herself face to face with Fluttershy. "That you're leading innocent bystanders into real danger?"

"They were chosen by Kyubey," Pinkie replied with a scowl. "They're not innocent bystanders anymore." She stared into the cold gaze of the yellow pegasus, trying to analyze the mysterious filly.

"You're trying to lead them so that they want that they want to be Magical Fillies," Fluttershy said coldly. It wasn't an accusation, it was a statement of fact.

"And you don't like that, I take it?"

"No, it's a problem," the filly turned her gaze away, avoiding Pinkie's gaze. "Particularly in the case of Twilight Sparkle."

Pinkie smirked. "I see. So you've noticed it as well, have you? Her incredible potential."

Fluttershy returned her cold gaze to the pink pony. "She is the one pony I absolutely cannot allow to make the contract."

"Afraid that a Magical Filly stronger than you will get in your way? That's the way a bullied filly thinks."

Fluttershy's eyes sparked with anger, the Soul Gem in her mane flaring in a burst of violet light. "I have no wish to fight you, but…"

"Then take care to ensure that our paths never cross again," Pinkie said, turning her back on the yellow filly. "Tonight will probably be the last time that we'll be able to speak without coming to blows." And with that, Pinkie started walking back to her apartment, not noticing Fluttershy pound the ground in anger, her face changing from its usual stoic glare, to one of determination.


	7. 006-I'm Not Afraid of Anything Anymore 2

**Puella Magi Twilight Magica**

By _darkponyD_

006 – I'm Not Afraid of Anything Anymore Part 2

_Location: Ponyville Medical Center, Ponyville East_

Rainbow stepped out of the elevator, a rather depressed expression on her face as she walked out the main doors of the hospital and approached Twilight and Kyubey, waiting on a nearby bench.

"Hey," she said with a sigh. "Sorry for the wait."

Twilight looked up, surprised? "Huh? Weren't you able to see Blues today?"

Rainbow shook her head. "Apparently, he couldn't be inconvenienced to see me today or something." The two started walking towards the exit of the hospital grounds, while Rainbow began a full on rant. "I mean seriously, after I took all the trouble to come out here. How rude!"

Spotting something in her peripheral vision, Twilight suddenly stopped, confused. Rainbow noticed about halfway through her rant, not hearing her friend's hoofsteps beside her. Sighing, she walked back to where Twilight stood. "What now?"

"There's… something over there," the purple filly replied. "Embedded in the wall…"

Rainbow turned, following her friend's gaze to a slightly discolored section of wall. Kyubey suddenly gasped. "A Grief Seed!" Gasping, the two fillies ran forward to get a closer look. The Seed was glowing a pure white, pulsing with magic, the cracks running through the walls appearing to ooze with a thick darkness. "It's about to hatch!"

"No…!" Twilight breathed "Why here of all places…?"

The darkness coming from the cracks began to spread, covering the area around the Seed, almost like the portals Pinkie used to get into the labyrinths. "This isn't good," Kyubey said with a panicked voice, his eyes never leaving the Seed. "We have to get out of here! A labyrinth is about to open up here!"

"One of those freaky mazes?!" Rainbow closed her eyes, wracking her brain for something, anything that could stop the coming Night Mare. Her eyes shot open. "Twilight, do you have Pinkie's phone number on you?" Twilight shook her head no. "Not good," the cyan filly growled, eyes never leaving the Seed. "Twilight, go find Pinkie and get her here. I'll stay and make sure this Night Mare doesn't get away."

"No!" Twilight exclaimed.

"It's too dangerous!" Kyubey agreed, equally shocked. "Though there's still time before the Night Mare emerges, once the labyrinth pulls you in, you won't be able to leave. There's no guarantee that Pinkie'll be able to get in there fast enough to save you!"

"But once the labyrinth opens, we'll lose track of the Night Mare, won't we?" Rainbow countered. An image of Blues flashed into her head, hardening her gaze. "I can't afford to let that happen. Not here…"

Kyubey, noticing this change in attitude jumped off Twilight's back, settling beside the cyan filly. "Twilight, you go on ahead. I'll stay here with Rainbow." The cat creature held up a paw to stop Twilight's rebuttal. "Once Pinkie gets here, she'll be able to track my position using telepathy. So if I stay and watch the Grief Seed with Rainbow, I'll be able to guide Pinkie down the shortest path to us."

Rainbow grinned. "Thanks Kyubey!"

Twilight was still skeptical, but she trusted her friend's judgment. "Alright then, I'll find Pinkie and bring her here as fast as I can!" With that she took off down the street, galloping out of Rainbow's sight. Just as the cyan filly was turning back towards the Grief Seed, a brilliant flash of light blinded her, pulling her and Kyubey into the distorted world of the Night Mare.

_Location: Ponyville Medical Center, Ponyville East, Charlotte's Labyrinth_

Rainbow and Kyubey found themselves in a dark passage, littered with candy, needles and other odds and ends that you would find in the children's wing of a hospital. Jumping on her back, Kyubey and Rainbow began their trek through the labyrinth, occasionally passing a stray familiar.

"Are you frightened, Rainbow?" Kyubey asked in a neutral tone.

"Well, yeah," Rainbow said, rather reluctantly. "That kinda goes without saying."

Kyubey nods. "If you just decided on a wish, I could turn you into a Magical Filly, right here, right now."

Rainbow stopped before a large, black gate. A lit sign hung above with the words 'Operation in Progress' written on it. "I know," she said. "If things bad enough, I might just take you up on that offer. But I think I'll hold off on that for now. Because this is such an important choice for me, I don't want to make it rashly if possible." She glanced back at her passenger. "And if you breathe a word of this conversation to anyone, consider yourself bucked to the moon."

_Location: Ponyville Medical Center, Ponyville East_

Outside the labyrinth, Twilight and Pinkie are running full tilt towards where the Grief Seed was last seen. The pair stopped in front of a cracked pillar.  
"Here, right?" Pinkie asked, her face grim. She closed her eyes, Soul Gem glowing as the black portal opened before them. _'Kyubey, what's the situation?'_

_'We're still OK,_' Kyubey replied. _'It looks like the Night Mare isn't going to hatch just yet.'_

'_Rainbow, are you OK?'_ Twilight inquired, visibly worried for her friend.

_'Totally fine,'_ came the cyan filly's response. _'I'm so bored I'm about to doze off here!'_

Twilight breathed a sigh of relief as Kyubey started talking again. _'Right now, it'd be better not to use any large amounts of magic that might disturb the egg. There's no need to hurry, so come as quietly as you _can_.'_

_'Got it,'_ Pinkie said, severing the mental communication and stepping into the portal, Twilight right behind her.

_Location: Ponyville Medical Center, Ponyville East, Charlotte's Labyrinth_

Twilight and Pinkie slowly made their way through the labyrinth, Kyubey occasionally spouting directions to them. They were making good time, encountering little to no resistance.

"Thank goodness we made it in time," Twilight said.

"Though Rainbow took such a huge risk that I'm actually a little angry with her," Pinkie replied. "But in this one case, it was a good, clear-headed call on her part."  
The pair stopped as they heard hoofsteps following close behind them. Turning they found Fluttershy trailing behind them. "I thought I told you I didn't want to see you again," Pinkie growled.

The yellow filly just looked at them coldly. "I shall hunt this prey." It wasn't a request. "The two of you should leave here."

Pinkie shook her head. "I don't think so. Dash and Kyubey are waiting for us in there."

"I shall guarantee their safety."

Pinkie smirked. "And you really think we could trust you?" The pink filly suddenly thrust her hoof out, a burst of scarlet energy bursting from the ground, forming red ribbon chains and wrapping around Fluttershy, effectively trapping her.

"F-fool!" She shouted, struggling against the chains, only for them to tighten. "This isn't the time for—"

"I don't want to hurt you, of course," Pinkie said, cutting her off. "That being said, if you insist on struggling, those chains will only tighten."

Fluttershy glared at the pink filly. "This Night Mare isn't like the others!"

"Behave and I'll release you unharmed after I finish up here," Pinkie continued, ignoring Fluttershy's warning. She turned to her purple companion. "Let's go, Twilight."

"O-OK."

Turning, the pair made their way on, leaving the yellow filly to await her release.

Pinkie and Twilight were now nearing the center of the maze where Dash and Kyubey were waiting. After leaving Fluttershy, they had made quick work of navigating and were now walking through a dark corridor, medicine bottles floating in the air on either side of the passage. Twilight had been thinking the entire time. She now had a good idea of what she wanted to wish for, but she wanted a second opinion. The only problem was how to bring up the subject with Pinkie.

"Um… Pinkie?"

"Yes?"

Twilight bit her lip. "Well, I've sorta been thinking about what wish I should make, but…" She hesitated, not sure whether she should go on.

"Did you decide on one?"

"Yes," Twilight glanced over at her pink friend, noticing the neutral expression on her normally cheerful face. "But, I think it might be the naïve kind of wish that would make you mad…"

"So what is this dream you want granted?"

Twilight hesitated again. "Well, I've never been good at school, and I haven't found my special talent yet… And I'm sure that I'll just continue on like this, being no use to anypony and having to bother others for help… Thinking about that makes me feel so useless, I can't stand it!" The pair turned and entered a door, finding themselves in an enormous room made of cake. "But when I met you, Pinkie," Twilight continued, a smile on her face. "And you showed me what it's like to fight to save ponies." They were now crossing a bridge, candles and cake in the chasm below. "And then, when I heard that I might be able to do the same thing, it was the happiest thing I'd ever experienced in my life. That's why, I think that just becoming a Magical Filly would fulfill my dreams. If someone like me can help ponies and live my life with pride… That would be my greatest dream."

"It won't be easy, you know?" Pinkie's mane obscured her face as she slowly moved ahead of the purple filly. "You'll get injured, and you won't have time to go on dates or have fun with friends."

"Even so, after watching the way you keep doing your very best," Twilight replied. "I really look up to you, Pinkie."

The pink filly slowly came to a stop, forcing Twilight to do the same. She noticed that as they had walked, Pinkie's mane had been getting darker and straighter, until it was a straight curtain of dark pink. "I'm really not worth looking up to…"

"Huh?"

Pinkie sighed. "I only push myself and pretend to be cool. Even when I'm scarred, or hurting, there's nopony I can talk to. All I can do is cry on my own. It isn't a good thing, to be a Magical Filly."

Twilight smiled softly, placing a hoof on her friend's shoulder. "But you're not alone any more, Pinkie."

Pinkie turned around, revealing the tears in her eyes. "You're right, I'm not alone anymore, am I?" She rushed the purple filly, pulling her into a tight hug. "Will you really stand and fight with me from now on? Will you really stay with me?"

Twilight nodded. "Yes. If somepony like me will do."

Pinkie pulled out of the hug, drying her eyes and smiling, her mane poofing back to its usual messy bright pink. "Oh, goodness! Some role model I'm supposed to be. I'm really no good at this, am I?" The two fillies chuckled. "Still, it's not every day you can have a wish granted. So try to think of something you want."

"Yeah," Twilight replied, nodding. "It is a special chance, isn't it?"

"You are making a contract after all," Pinkie continued. "So you might as well get something out of it. You could wish to become a billionaire, or maybe to have a perfect coltfriend. Anything you want."

"Um, but," Twilight stammered, not really wanting those things.

"OK," Pinkie cut her off, noticing the purple filly's expression. "Then how about this? If you can't decide on a wish by the time I finish off this Night Mare, we'll ask Kyubey to give us a huge feast with a fabulous cake!"

"C-cake?!"

"Yep! The biggest and most extravagant cake ever! And with it, we'll have a big party for everyone! I might even bring out my party cannon!" Pinkie turned away, leaving a bewildered Twilight behind her. "All to celebrate the two of us becoming a Magical Filly duo!"

"But I can't become a Magical Girl for a cake!" Twilight shouted after her.

"No?" came the distant reply. "Then decide on a wish you really do want."

Twilight sighed as she followed after the now hyperactive pink filly.

_'Pinkie!'_ the two earth pony fillies stopped, hearing the frantic call Kyubey sent. _'The Grief Seed's moving! It's going to hatch! Hurry!'_

"Got it!" Pinkie jumped up on her back hooves, her Soul Gem between two hooves. "Today's a special day, so I'll finish it off fast!" A blinding flash of light cuts off Twilight's protests as Pinkie transforms into her Magical Filly form. Almost immediately, an army of familiars materialize on the ground below the bridge. Jumping off the bridge, Pinkie creates a force field around Twilight, and summons multiple cannons. She lands on the ground and starts firing at the familiars as they lunge towards her. As her used cannons disappear, Pinkie got a bit creative with her weapons, creating multi-barreled cannons that could be fired in rapid succession. _'I feel so light today.'_ Pinkie thought, as she blasted the familiars around her. _'This is the first time I've felt so happy during a fight. I'm not afraid of anything anymore.'_ At last, the last of the familiars were gone. The force field protecting Twilight quickly dissipated and the two took off through the door ahead of them. _'Because… I'm not alone anymore!'_

The room they entered was large, dark and filled completely with an assortment of cakes and pastries. The glowing Grief Seed sat on a high table, oozing a dark, greasy substance onto the table. The two fillies quickly spotted their Rainbow and Kyubey, crouching behind a large doughnut, watching the Seed as it wobbled slightly on its point. "Sorry for the wait," she said as she crouched down beside them.

"You're just in time!" Rainbow grinned at them.

Kyubey, however, didn't share their enthusiasm. "Be careful. It's coming!" As soon as he said this, the room was flooded with light, the grief seed disappearing and a small, delicate, doll-like Night Mare fluttered onto the chair beside the table. "Charlotte," he said, not waiting for Pinkie to ask. "The cake Night Mare."

The words were hardly out of his mouth when Pinkie gave the chair a good, solid buck, knocking the Night Mare to the ground. "Sorry to rain on your parade," Pinkie said, as she summoned two cannons, both of which fired directly at it before it could hit the ground, throwing it back into the air. "But I'm going to finish you right here!" As the Night Mare flew through the air, it was caught in Pinkie's magical aura, restraining it as she summoned her artillery cannon, propping it up on a tri-pod.

"TIRO FINALE!"

It's really a shame that Pinkie hadn't listened to Fluttershy. If she had, she probably would have known that the creature she just destroyed was only the outer shell of the Night Mare. As the Tiro Finale connected with it's target, a far larger beast emerged from it's mouth, snaking down to the surprised filly, a grin on it's face. As it opened it's mouth, Pinkie caught a glimpse of its eyes and gasped. "Pumpkin Cake?!"

Those were the last words Pinkie would ever say, as the Night Mare's mouth filled with teeth, and closed around her neck.

Not too far away, with a certain yellow pegasus filly, a click could be heard as the red ribbon chains slowly dissolved, allowing her to fall to the ground. She picked up a strand of the ribbon, her eyes widening in realization. "It can't be…"

Rainbow and Twilight watched in horror as Pinkie's body dangled from the Night Mare's mouth, slowly being consumed by it.

"You two!" Kyubey yelled urgently. "Make a contract with me right now!" The two fillies were clutching each other in terror as the Night Mare finished with its victim, blood dripping from its maw and turned its gaze to the two of them. "Rainbow, Twilight! Decide on a wish! Hurry!"

"That won't be necessary," Fluttershy flew in, landing on the very table the Night Mare had emerged on. "I shall be the one to slay it." Her face was hard, betraying no emotion, save determination.

The Night Mare dove, engulfing the table and filly within its maw. It smiled in victory, savoring the taste in its mouth, only to notice that the filly and landed on another table directly in front of it. She unfurled her wings and took off to another table, the Night Mare following close behind. It once again took a bite out of the table, only for Fluttershy to once again land on another table, this time grinning in a taunting manner, egging the Night Mare on. This little game of cat and mouse continued for a few more minutes, until a quiet ticking was heard coming from a small device on the Night Mare's tongue. Almost immediately, an explosion caused its face to expand comically. More explosions were soon seen, as it tried desperately to shed its old body, effectively healing itself. It was all for naught, however, as the explosion became more frequent, eventually destroying the Night Mare completely.

Fluttershy, satisfied with her work, jumped off the table she was perched on, her Magical Filly get up disappearing in a flash of violet light as she strode to the two fillies she had saved. "A moment later and you would have been dead. Burn those last images of Pinkie into your minds. This is what it means to be a Magical Filly."

Twilight and Rainbow looked at the yellow filly in shock as the world around them warped and returned them to the hospital. Fluttershy turned away, walking to where the Grief Seed landed after the battle, retrieving it. "…Give it back." Fluttershy turned, seeing a livid Rainbow Dash standing with tears in her eyes. "Give it back! That-" she paused, chocking back a sob. "That belongs to Pinkie…!" Fluttershy ignored her as she strode past. "I said give it back! Back to Pinkie!"

Fluttershy stopped, turning her head just enough for Rainbow to see her glare. "That's right. This belongs only to Magical Fillies. Neither of you has any right to touch it." With that, she unfurled her wings and flew off.

Kyubey looked on, not a trace of pity in his heart as Rainbow started sobbing, and Twilight fell in a dead faint.


	8. 007 - Miracles and Magic Are Real Part 1

**Puella Magi Twilight Magica**

By _darkponyD_

007 – Miracles and Magic Are Real Part 1

_Location: Ponyville Medical Center, Ponyville East_

Rainbow Dash was truly living up to her name as she 'dashed' through the halls of the Ponyville Medical Center. Her destination, Acoustic Blues' room. The unfortunate incident outside the hospital was still fresh in the filly's mind, hence why she had come to talk to her friend. She stopped outside the colt's room, stopping a moment to catch her breath, before knocking on the door. As she finished knocking, however, the door swung open of its own accord, revealing an empty room. She just stood there dumbly, not knowing what to do, until she heard a voice behind her.

"Oh, are you here to see Acoustic?" Rainbow turned to see Nurses Redheart and Tenderheart standing behind her.

"U-um, y-yes," she stammered, her face blushing profusely.

Nurse Redheart chuckled. "I'm sorry. His examination schedule got moved up, so he's in physical therapy right now."

Rainbow closed her eyes in defeat. "Oh, I see," she said as she turned and started walking back to the elevator, but not before giving a sullen thank you to the nurse.

"She comes to see him quite often, doesn't she?" Tenderheart asked her colleague, watching the depressed filly walk away.

Redheart nodded. "It's a big help. He's a difficult case, that colt." She paused, sighing. "I really hope she'll become the encouragement he needs to recover."

The pair start walking again, passing the filly as she boards the elevator. "Before the accident," Tenderheart said. "He was a foal prodigy, wasn't he? On the guitar?"

Redheart nodded again. "Even if he's able to walk, or even fly again, his wings will probably never regain the dexterity to be able to play again."

_'Why did it have to be Acoustic?'_ Rainbow Dash thought in depression as she rode the elevator back to the ground. She moves her wings into her line of sight. _'My wings work perfectly, but what good are they? Why couldn't it have been me instead of Acoustic?'_ Rainbow closed her eyes as she folded her wings against her barrel. _'If I were to use my wish to heal his body, what would Acoustic think about it? Would he just say, "thank you" and that would be the end of it? Of am I hoping he'll say something more?'_ The cyan filly stood there lost in the deep recesses of her mind as she mutters "I'm such a horrible pony."

_'Now that I think about it, I really didn't understand anything back then. Neither what it meant to pray for a miracle, nor the price of one.'_

_Location: Home of the Sparkle family, East Ponyville_

Twilight sat staring at the plate in front of her, an egg staring back, the yellow yolk resembling the eyes of the Night Mare that took Pinkie's life. Her family around her was easily going about the day as if it were any other day. Twilight, however, could not get the images of the previous day out of her mind. Over and over again, she witnessed the Tiro Finale striking the Night Mare, and over and over again, she saw it snake down to the pink filly, taking a bite out of her head.

"Twilight!" Velvet's voice cut into her brooding, snapping her out of the trance of shock she was in. "If you don't hurry and eat, you'll be late for school."

The filly just nods numbly, taking her fork in hoof, and taking a bite out of her breakfast. That's when she finally breaks down, the tears coming, unbidden, to her eyes as she begins to cry. There was silence for what seemed like an eternity, but in actuality, was only for a few seconds, until it was broken by the toddler in the room.

"Sis, wat's wrong?" Shining asked from his high chair.

"D-does it taste bad, honey?" Night chimes in from the kitchen.

Twilight shakes her head. "No… It tastes good," she manages to choke out between sobs. "Really, really good... I'm alive… And your cooking… Tastes so good, dad…"

_Location: Central Park, Ponyville Central_

"So I was like, 'Jeez, Lyra!'" Rainbow said as she, Rarity and Twilight trudged to school. Both Rainbow and Twilight were feeling the aftershock of the previous day's events, but it seemed that only Twilight had broken. "'You still don't get it even after all that?!'" Rainbow continued. "And she was like, 'huh? Did I say something weird again?' and got all weepy. I wanted to laugh so bad!"

_'Rainbow,'_ Twilight called to her friend through Kyubey's telepathy. _'About yesterday…'_

_'Sorry,'_ came the reply, as Rainbow continued to chatter away with Rarity. _'But can we talk about this later?'_

_Location: Ponyville Middle School, Ponyville Central_

"While a mare's prime age for foalbirth is indeed based in medical fact, counting backwards from there to determine whether she is of a marriageable age is an extremely grave mistake!" Cheerilee said, her class looking almost asleep, with the exception of two fillies dealing, in their own way, with their best friend's death. "In other words," she continued, oblivious to her class's current state. "Of course mares over the age of 30 still have a chance of marrying for love. Therefore we would use the present progressive tense here instead of the past perfect."

Morning break found the two fillies sitting on the roof of the school, staring off into the distance. Neither one of them said a word, reflecting on the past few days, until Twilight finally broke the silence. "It… feels like we're in a foreign country or something," she said softly, barely audible to her friend. "Even though nothing about school or Rarity has changed since yesterday, somehow it feels like I'm surrounded by strangers…"

Rainbow turned her face up, towards the sky. "It's because no one knows. No one knows about Night Mares… or Pinkie… It's because we know, and nopony else does. It's like we're seeing and living in an entirely different world from them." Twilight turns to her friend. She had never seen or heard Rainbow Dash act this way before. "But our world had already changed long before this," she continued. "We should have realized that sooner." She then turned to face Twilight. "Twilight, do you still want to be a Magical Filly, even now?" The two fillies stared at each other, one waiting for an answer, the other struggling to find an answer. Twilight eventually turned away and stared at the floor, Rainbow soon doing the same. "Yeah, I know," she said. "Well, I can't blame you."

Twilight's eyes started to fill with tears. "I know it's unfair," she said, barely able to hold it together. "I know its way too selfish of me to back out now, but… But I just can't. Just thinking about the way she died… Even now, it gets so hard to breathe…" She was on the verge of breaking down now, tears streaming down her face. "I'm scarred… I don't want that…!" That's when she finally broke down, her body convulsing as she cried.

Rainbow reached over and wrapped her hooves around her friend, giving her a much needed hug. "Pinkie was truly a kind-hearted pony," she said softly, trying to comfort the sobbing filly. "To make us really understand what kind of resolve we'd need in order to fight, she…" she stopped before she finished her sentence, not wanting to upset her friend any more. Instead she turns her head to look at the creature that had watched the entire exchange. "Hey, Kyubey… What's going to happen to this town? Who's going to fight to protect everyone from the Night Mares from now on?"

Kyubey looked straight into Rainbow's eyes, a total lack of emotion emanating from the creature. "This town has been Pinkie's territory for a long time. But once the other Magical Fillies realize she's gone, they won't stay back for long. I'm sure one of them will arrive here soon to hunt Night Mares."

"But all they care about are finding Grief Seeds, right? Just like that transfer student," Rainbow countered. Twilight had finally gotten control of her emotions, but was still wrapped in Rainbow's hug.

"It's true that Magical Fillies like Pinkie are rare," Kyubey admitted. "Most do approach Night Mare-hunting with their own benefit in mind. But it's natural for ponies to want to be rewarded for their work."

"Then-"

"But," Kyubey continued, cutting off Rainbow's rebuttal. "I think the only ones who have a right to judge their actions are their fellow Magical Fillies, who bear the same destiny as they do." The eyes of the two fillies widened a bit, not having thought of that. After a few seconds of silence, Kyubey sighed and nodded. "All right, I understand. It really is an awful shame, but I can't force you, after all. I guess this is good-bye then. I'd better go search for girls with greater need to make a contract with me."

He turned to leave, but not before Twilight said, "I'm sorry, Kyubey."

Kyubey stopped, stealing a glance over his shoulder. "No, I should be apologizing for getting you mixed up in all this," he said. "Though we weren't together for long, thank you, Twilight. It was fun." With that, the cat-like creature padded away, slowly fading from view, leaving the two fillies alone on the roof.

Twilight closed her eyes, a single thought running through her head. _'I'm sorry.'_

_Location: Pinkie Pie's apartment, Ponyville Central_

The smell of stale pastries wafted into Twilight's nostrils as she stepped into the now empty apartment of Pinkie Pie. She slowly walked up to the coffee table in the living room, taking in the unwashed dishes and cluttered state of the apartment. Once she was standing in front of the coffee table, she took out the notebook that she had made her Magical Filly sketches, and set them down. A fitting farewell to the pink filly. As she stands there, tears begin to once again leak from her eyes. She turns away as the dam slowly breaks. "I'm sorry," she whispers. "For being so weak…" Her sobs begin to wrack her body, forcing her to the floor. "I'm sorry…"

Twilight slowly walks out of the apartment complex with her head down. Her eyes dry now, but still red from her breakdown. She lifts her head up to start navigating back to her house, when she sees a familiar yellow filly a few feet ahead of her.

"Fluttershy…"

The yellow filly's hooves could be heard on the stone pavement as she walks over to Twilight. "You're blaming yourself too much for this, Twilight Sparkle," she says, her ever stoic face betraying no emotion, save one. Concern. "No one could criticize you for anything you've done." She pauses, her face hardening for an instant as she looks away. "And even if they did, I wouldn't allow it." She turns her head back to the purple filly. "It seems you've taken my warning to heart."

Twilight looks down to the ground, her voice barely audible. "Yeah…"

_Location: Industrial District, Ponyville South_

"If only I had listened to you earlier…" Twilight said. The two fillies were walking along an unused road in the industrial district of Ponyville, the factories churning out black smoke as they walked past.

"It wouldn't have changed Pinkie Pie's fate," Fluttershy replied, her head bent, staring at the ground. "But I was able to change yours. I'm glad I was able to save at least one pony."

Twilight lifts her gaze up to the yellow filly at that comment. "Um, Fluttershy. You seem like you're a veteran too. Though in a different way from Pinkie…"

"Perhaps," the yellow filly replied evasively. "I won't deny it at least."

Twilight bit her lip as she considered the way she should approach her question. "Have you seen a lot of ponies die like yesterday?"

"Yes."

"How many?"

"Too many to try keeping count anymore."

Twilight looked down as she kept walking gloomily along. "I wonder if Pinkie's apartment will just stay like that."

Fluttershy kept her steady, piercing gaze trained ahead of her as she replied. "Pinkie Pie had no close relations. It'll be a long time before a missing pony's report is even filled for her."

"Then, no one will even know that Pinkie's dead?"

Fluttershy closed her eyes. "It can't be helped. If somepony dies on the other side, there won't be a body left behind. In this world, she will simply remain a missing pony forever. That is the end that all Magical Fillies meet."

Twilight gave a little gasp, her eyes widening, before tears flooded her eyes again. She stopped as she started to quietly sob again, her head hanging down towards the ground. Fluttershy stopped as she noticed the sound of Twilight's hooves missing from the sounds around her. She turned to see the sobbing filly. The yellow filly wanted nothing more than to go comfort her, tell her it would be OK. But it was no longer in her nature to be kind or comforting. She kept her face neutral as she watched the purple filly sob.

"That's horrible!" the purple filly finally choked out. "She fought to protect everypony for so long on her own! To think nopony will even realize she's dead, it's just too much!"

"That's the nature of the contract that grants us the power we hold," Fluttershy replied, closing her eyes. "And we don't fight to protect ponies. We fight for the sake of our own wishes. If our deaths go unnoticed by others and we are ultimately forgotten by this world, I suppose that can't be helped."

"I won't forget…" Fluttershy's eyes flew open, taking in the determined, though still tearful face of the purple filly. "I'll never forget about Pinkie! Never!"

The yellow filly nodded, turning away from Twilight. "I see. I'm sure with that alone, Pinkie Pie must truly be happy. I envy her."

"You too, Fluttershy!" Twilight cried, a new fire burning in her eyes. "I swear I'll never forget you either! I'll never forget the way you saved us yesterday!" Fluttershy's gaze hardened after the purple filly's outburst, prompting Twilight to back away a little. "Fluttershy…?"

"You're too kind for your own good," the yellow filly spoke in a low voice, as if she was fighting back tears. "Remember this; that kindness may bring about an even greater tragedy someday." With that, the yellow filly turned, unfurled her wings and took off, leaving a very confused earth filly behind.

**A/N Hello all, this marks the end of all the pre-written chapters, so expect the next update to be a bit slower. Also, if you happen to be on , be sure to follow the story there as well, you'll actually get alerts when the story updates. ****Until next chapter.**

**Onwards and Upwards!  
-D**


	9. 008 - Miracles and Magic Are Real Part 2

**Puella Magi Twilight Magica**

By _darkponyD_

008 – Miracles and Magic Are Real Part 2

_Location: Ponyville Medical Center, Recovery Room 101, Ponyville East_

Rainbow Dash sat on a chair next to Acoustic Blues' bed, watching him as he lay there listen to his CD player. She had been there for a while, but the blue colt hadn't said a word, not even to greet her. Finally, she decided to break the silence. "Whatcha listening to?" she asked.

"Dust in the Wind," he answered.

"Ah, by Hoofany, right?" Rainbow replied excitedly, happy to have finally gotten him to speak. "It's such a beautiful song!" She paused for a moment before continuing. "I-I guess I don't strike ponies as the type who would listen to acoustic music. Sometimes, ponies get so surprised when I can name a song like that. I guess it's so unexpected, ponies sometimes get impressed with me…" she trailed off, the smile that had been plastered on her face slowly falling as she looks away. "It's only because you taught me about all this. If not for you, I may have never given acoustic music a real chance. Maybe not for my whole life, even."

"Hey, Rainbow…" she turned her head towards Blues.

"Yes?"

"Are you torturing me?" Rainbow's eyes grow wide as he asks this question. He takes out his earbuds, setting them on the bed next to him. "Why are you still making me listen to music? Are you trying to cause me more pain?"

Rainbow gasped. "But I thought you loved music, Blues…"

"I don't want to hear it anymore!" he roared, cutting Rainbow off mid-sentence. "I don't want to hear these songs that I can't ever play again! That I can only ever listen to anymore! I just… I just…" With a roar of frustration, he brought his still healing wing down on his music player, breaking it and cutting up the wing. The cyan filly gasped, leaping up from her chair and pinning his wing before he could do more damage, tears leaking from her eyes while Blues started crying his eyes out.

"I can't move it… I can't even feel the pain anymore!" he choked out between sobs. "What use is a wing like this…?"

"It's going to be OK," she said as she released him. "I'm sure someday, somehow… Just don't give up hope and I'm sure someday –"

"But they've already told me to give up," Blues said cutting her off, tears streaming down his face. "They said I had no chance of ever playing again. The doctor came and told me himself. He said with current medical practices, it just wasn't possible. My wing will never move again. Not until the day miracles or magic start existing in this world."

"They do exist," Rainbow said, her face taking on a determined look. Blues turned his head in shock, not expecting his friend to say something that, in his mind, was so ridiculous and impossible. "Miracles… and magic… are real!" Rainbow lifted her head, catching a sight that chilled her to the bones. What she saw was the silhouette of Kyube, standing on the windowsill.

_Location: Stirrup St., Ponyville Central_

Stirrup St. The shopping district of Ponyville. Everywhere you looked, you'd see ponies entering and exiting shops, browsing the wares of street venders and generally being busy. There was, however, one lone pony with her head bowed, and her hooves partially dragging across the ground.

'_Fluttershy…'_ Twilight thought to herself as she wondered aimlessly along Stirrup St. _'When I actually tried talking with her, it seemed like we could really be friends. So why did she end up fighting with Pinkie?'_ A flash of white in the corner of her vision draws the purple filly from her brooding. She lifts her head and catches sight of Rarity. "Rarity!" she calls, running towards her friend. "Don't you have your lessons to-" she stops short as she spots a small purple mark on her friend's neck; a Night Mare's kiss!

'_No!' _Twilight thought in shock. _'It's the same as that mare's!'_ The purple filly quickly runs in front of her friend, blocking her path. "Rarity!" she shouted, shaking the white filly's shoulders. "Hey! Rarity, snap out of it!"

The white filly slowly brought her eyes down to gaze sedately into Twilight's. "Ah, Twilight! Good evening!" she said, smiling at the purple filly.

"What's happened to you?" Twilight demanded, scarred for her friend's life. "Where are you going?"

Rarity raises a hoof to her muzzle in thought. "Where am I going, you ask? I'm going somewhere far better than here…" Rarity smiled as her already glazed eyes glaze over even more. "Oh, yes. You simply must come along, darling! Yes, indeed. It would be so wonderful!" With that, the white filly walks off, Twilight turning to follow.

The purple filly trails along behind her friend as the white filly sways from left to right as she walked, something you would never see from Rarity under normal circumstances. _'What should I do?'_ she thought as she followed, quickly noticing a gathering crowd, all heading towards the same destination: an abandoned construction yard condemned to demolition. _'If only I could contact Fluttershy…Oh, but I don't know her phone number!'_

The crowd slowly began to stream into the unfinished building, gathering around a figure that had seated himself on an empty crate, his wings hanging limp by his side. "It's true… I'm completely… Worthless…" the pegasus mumbled. "I couldn't even keep one tiny Pegasus Device running… In an era such as this… There's just no place in Cloudsdale for a pony like me…"

The exit behind Twilight closed with a loud CRASH, as a mare approached the seated pegasus, carrying a bucket and two bottles. The mare drops the bucket, opening the two bottles and dumping the contents, 1 litre of shampoo and 1 litre of bleach, into the bucket. The sickly smell the combination gave off was enough to make the purple filly gag as she watched another pony, a stallion this time, approach with an enormous bottle of ammonia. Twilight gasps as words from the past echo through her memory.

/***\\

_Location: Home of the Sparkle family, East Ponyville, 5 years earlier_

"Listen closely, Twilight." Velvet told her daughter, as she began to clean the house. "Don't ever try to mix ammonia and bleach together, or the results could be fatal. Our entire family could end up dead because you tried to make a better cleaning solution."

\\***/

"Stop!" Twilight cries as she attempts to run at the stallion. "You can't use those!"

The purple filly is immediately stopped by a white hoof being jabbed into her stomach. "You mustn't interfere," the owner of said hoof said, blocking Twilight's path. "This is a sacred ceremony."

"But those chemicals! They're dangerous! Everypony here will die!"

Rarity's smile widens. "That's right. All of us are going to journey to a magnificent new world together. Don't you see how wonderful that will be? These physical bodies would simply get in the way. You'll understand very soon, Twilight…"

Twilight stares in shock at her currently hypnotized friend, the silence broken only by the soft applause of the ponies around them at Rarity's speech. The sound of the applause snaps the purple filly out of her shock, prompting her to shove her friend to the side. "Out of my way!" she cried as she raced to grab the bucket in her mouth and hurl it out the window, effectively halting the mass suicide and causing the filly to close her eyes in relief.

The sound of a container dropping to the ground snapped Twilight out of her relief, as she opened her eyes to find a large crowd of angry ponies stumbling towards her. She slowly inches her way to the right, knowing full well that she couldn't open the window quickly enough to escape the angry crowd. She jumps in surprise as her tail brushes up against a doorknob, prompting her to bolt through the newly discovered door, closing it just before the angry ponies can get in, and locking it behind her.

The purple filly moves from hoof to hoof in a panic as her mind races, constantly muttering "W-what should I do?! What should I do?!" She was so enwrapped in her fear was she that she didn't notice the slowly forming cloud of water behind her until it was too late. The water twisted around her body as several TV sets behind her explode to life, Familiars spawning from the screens and holding her fast. The filly screamed as the water engulfs her, causing the filly to disappear.

_Location: Abandoned Construction Yard, Stirrup St., Elly's Labyrinth_

Twilight awakens to find herself falling. Falling? No, that doesn't seem right. Floating? Yes, floating. Floating in a space right above a Night Mare. This Night Mare was essentially a flying TV; it was a large, flat-screen TV with wings, the familiars around it mimicking its appearance. On every single one of these screens, memories of her life were playing, but not just any memories. The memories playing on the screens were all scenes of her time with Pinkie, the most prominent of which was her death at the mouth of Charlotte. _'I wonder if this is my punishment,'_ she thinks as she is forced to watch the memories that play around her. _'For being a coward and a liar. I guess this is a fitting punishment…'_ The purple filly closes her eyes as she waits for the inevitable.

Her end, however, does not come. Instead a bright blue blur whizzes past her, aiming straight at the Night Mare, releasing Twilight from its grasp. Her eyes snap open to see a familiar blue pony with a rainbow mane and tail hovering above her, glaring at the Night Mare.

"Rainbow Dash?!" Twilight gasps not believing her eyes.

The cyan filly zoomed ahead, small steel blades gleaming on her hooves as she sliced and hacked her way past Familiars, carving a path to the Night Mare, and quickly building momentum. "This is the end for you!" she cried as she shot through one side of the Night Mare, and emerging on the other, causing it to explode into black goop.

As the labyrinth dissolves, quickly being replaced by the real world, Twilight can't help but stare at Rainbow's new look, which consists of a short skirt, and long blue cape. On her front hooves, she carries twin hoof blades designed to look like guitar plectrums.

Rainbow chuckles as she hovers over to her friend. "Hey, sorry about that! I cut it pretty darn close, didn't I?"

Twilight blinks in shock as she realizes what happened. "Rainbow, those clothes… Did you…?"

"Huh? Oh! Uh, well. Guess I had a change of heart," Rainbow says, grinning all the while. "But don't worry, I'll be fine! After all, I did pretty well for my first time out, didn't I?"

"But-" Twilight is cut off as a hoofstep is heard behind her by the door. The pair turn to find themselves face to face with Fluttershy.

The yellow filly glares at Rainbow, who, of course, ignores the glare, returning it with one of her own. "Aren't you a little late, Transfer Student?"

_Location: Ponyville Medical Center, Recovery Room 101, Ponyville East_

Acoustic Blues awoke with a start, pain coursing through his injured wing, a sensation he thought he'd never feel again in the limb. He slowly raises the wing in front of his face, watching as it performed the movements to play the G chord, then D chord, then Em chord. He couldn't believe it. Rainbow had been right! Miracles were real!

_Location: Just Outside of Ponyville_

"I didn't think you would come…" Kyubey said, addressing the filly sitting next to him.

"I heard ol' Pinkie Pie had kicked the bucket," the filly replied through a mouthful of apple. "So I came all the way out here from Fillydelphia. But what's the deal?! Sure looks like the story's changed from what you told me."

Kyubey winced. "Sorry, but this territory has already been taken over by another Magical Filly. Though she only just made The Contract a couple hours ago."

"What?!" the orange filly cried in shock. "That really ticks me off! Y'know, I find the idea of handing such prime territory over to some rookie hatchling to be pretty annoying!"

"What do you intend to do, Applejack?"

The orange filly, Applejack, grinned. "There's only one thing to do. I'll put the new filly out of commission. Permanently."


End file.
